SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KKR TFO Partners L.P.

(Last)

(First)

(Middle)

555 CALIFORNIA STREET, 50TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2024

3. Issuer Name and Ticker or Trading Symbol
OneStream, Inc. [ OS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	⁽¹⁾	⁽¹⁾	Class D Common Stock⁽²⁾	55,088,485	⁽¹⁾	I	See Footnotes⁽³⁾⁽⁷⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	31,550,215	⁽²⁾	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	3,923,236	⁽²⁾	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	104,415	⁽²⁾	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,877,656	⁽²⁾	I	See Footnotes⁽⁸⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	911,324	⁽²⁾	I	See Footnotes⁽⁹⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	6,379,265	⁽²⁾	I	See Footnotes⁽¹⁰⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	8,571,639	⁽²⁾	I	See Footnotes⁽¹¹⁾⁽¹³⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,284,616	⁽²⁾	I	See Footnotes⁽¹²⁾⁽¹³⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	2,642,933	⁽²⁾	I	See Footnotes⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾
Class D Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,367,034	⁽²⁾	I	See Footnotes⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾

1. Name and Address of Reporting Person^*

KKR TFO Partners L.P.

(Last)

(First)

(Middle)

555 CALIFORNIA STREET, 50TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Associates TFO L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR TFO GP Ltd

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Custom Equity Opportunities Fund L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Associates Custom Equity Opportunities L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Custom Equity Opportunities Ltd

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Milton Strategic Ltd

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Associates Milton Strategic L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR-Milton Strategic Partners L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Financial Management LLC

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Common Units represent limited liability company units of OneStream Software LLC ("Common Units") and an equal number of shares of Class C common stock ("Class C Common Stock") of OneStream, Inc. (the "Issuer"). Common Units may be redeemed by the holder at any time on or following the closing of the Issuer's initial public offering for shares of Class D common stock ("Class D Common Stock") on a one-for-one basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date. The Class D Common Stock is in turn convertible at any time, at the holder's election, into the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. Each outstanding share of Class D Common Stock will automatically convert into one share of the Issuer's Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering.

2. The Class D Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis. Each outstanding share of Class D Common Stock will automatically convert into one share of the Issuer's Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering.

3. Represents securities held by KKR Dream Holdings LLC. KKR Dream Aggregator L.P. is the sole member of KKR Dream Holdings LLC. KKR Dream Aggregator GP LLC is the general partner of KKR Dream Aggregator L.P. KKR Americas Fund XII (Dream) L.P. is the sole member of KKR Dream Aggregator GP LLC.

4. Represents securities held by KKR Americas XII (Dream) Blocker Parent L.P.

5. Represents securities held by KKR Americas XII EEA (Dream) Blocker Parent L.P.

6. Represents securities held by KKR Americas XII (Dream II) Blocker Parent L.P.

7. KKR Associates Americas XII AIV L.P. is the general partner of each of KKR Americas Fund XII (Dream) L.P., KKR Americas XII (Dream) Blocker Parent L.P., KKR Americas XII EEA (Dream) Blocker Parent L.P., and KKR Americas XII (Dream II) Blocker Parent L.P. KKR Americas XII AIV GP LLC is the general partner of KKR Associates Americas XII AIV L.P.

8. Represents securities held by KKR TFO Partners L.P. KKR Associates TFO L.P. is the general partner of KKR TFO Partners L.P. KKR TFO GP Limited is the general partner of KKR Associates TFO L.P.

9. Represents securities held by KKR Custom Equity Opportunities Fund L.P. KKR Associates Custom Equity Opportunities L.P. is the general partner of KKR Custom Equity Opportunities Fund L.P. KKR Custom Equity Opportunities Limited is the general partner of KKR Associates Custom Equity Opportunities L.P.

10. Represents securities held by KKR-Milton Strategic Partners L.P. KKR Associates Milton Strategic L.P. is the general partner of KKR-Milton Strategic Partners L.P. KKR Milton Strategic Limited is the general partner of KKR Associates Milton Strategic L.P.

11. Represents securities held by KKR NGT (Dream) Blocker Parent L.P.

12. Represents securities held by KKR NGT (Dream) Blocker Parent (EEA) L.P.

13. KKR Associates NGT L.P. is the general partner of KKR NGT (Dream) Blocker Parent L.P. and KKR NGT (Dream) Blocker Parent (EEA) L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P.

14. Represents securities held by KKR Wolverine I Ltd. KKR Financial Management LLC is the portfolio manager of KKR Wolverine I Ltd. Kohlberg Kravis Roberts & Co. L.P. is the sole member of KKR Financial Management LLC. KKR & Co. GP LLC is the general partner of Kohlberg Kravis Roberts & Co. L.P. KKR Holdco LLC is the sole member of KKR & Co. GP LLC.

15. Represents securities held by K-PRIME AG Financing LP. K-PRIME Hedge-Finance GP Limited is the general partner of K-PRIME AG Financing LP. K-PRIME Aggregator L.P. is the sole shareholder of K-PRIME Hedge-Finance GP Limited. K-PRIME GP LLC is the general partner of K-PRIME Aggregator L.P. KKR Associates Group L.P. is the sole member of K-PRIME GP LLC. KKR Associates Group GP LLC is the general partner of KKR Associates Group L.P.

16. KKR Group Partnership L.P. is the sole member of each of KKR Americas XII AIV GP LLC, KKR Associates Group GP LLC, and KKR Holdco LLC and sole shareholder of each of KKR TFO GP Limited, KKR Custom Equity Opportunities Limited, KKR Milton Strategic Limited and KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

17. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 3. Exhibit List: Exhibit 24 - Power of Attorney.

	KKR TFO PARTNERS L.P. By: KKR Associates TFO L.P., its general partner, By: KKR TFO GP Limited, its general partner By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Jeffrey Van Horn, Vice President	07/24/2024
	KKR ASSOCIATES TFO L.P. By: KKR TFO GP Limited, its general partner By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Jeffrey Van Horn, Vice President	07/24/2024
	KKR TFO GP LIMITED By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Jeffrey Van Horn, Vice President	07/24/2024
	KKR CUSTOM EQUITY OPPORTUNITIES FUND L.P. By: KKR Associates Custom Equity Opportunities L.P., its general partner, By: KKR Custom Equity Opportunities Limited, its general partner By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary	07/24/2024
	KKR ASSOCIATES CUSTOM EQUITY OPPORTUNITIES L.P. By: KKR Custom Equity Opportunities Limited, its general partner By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary	07/24/2024
	KKR CUSTOM EQUITY OPPORTUNITIES LIMITED By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary	07/24/2024
	KKR-MILTON STRATEGIC PARTNERS L.P. By: KKR Associates Milton Strategic L.P., its general partner, By: KKR Milton Strategic Limited, its general partner By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary	07/24/2024
	KKR ASSOCIATES MILTON STRATEGIC L.P. By: KKR Milton Strategic Limited, its general partner By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary	07/24/2024
	KKR MILTON STRATEGIC LIMITED By: /s/ Christopher Lee, Name: Christopher Lee, Title: Assistant Secretary	07/24/2024
	KKR FINANCIAL MANAGEMENT LLC By: /s/ Christopher Lee, Name: Christopher Lee, Title: Secretary	07/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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