0001415889-24-020063.txt : 20240724 0001415889-24-020063.hdr.sgml : 20240724 20240724203237 ACCESSION NUMBER: 0001415889-24-020063 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240724 FILED AS OF DATE: 20240724 DATE AS OF CHANGE: 20240724 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shea Thomas Anthony CENTRAL INDEX KEY: 0002027929 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42187 FILM NUMBER: 241139446 MAIL ADDRESS: STREET 1: C/O ONESTREAM, INC. STREET 2: 362 SOUTH STREET CITY: ROCHESTER STATE: MI ZIP: 48307 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OneStream, Inc. CENTRAL INDEX KEY: 0001889956 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 362 SOUTH STREET CITY: ROCHESTER STATE: MI ZIP: 48307 BUSINESS PHONE: (415) 272-3117 MAIL ADDRESS: STREET 1: 362 SOUTH STREET CITY: ROCHESTER STATE: MI ZIP: 48307 3 1 form3-07252024_120733.xml X0206 3 2024-07-24 0 0001889956 OneStream, Inc. OS 0002027929 Shea Thomas Anthony C/O ONESTREAM, INC. 191 N. CHESTER STREET BIRMINGHAM MI 48009 true true false false Chief Executive Officer Stock Option (right to buy) 10.65 2031-12-04 Class A Common Stock 619835 D Stock Option (right to buy) 10.65 2033-03-05 Class A Common Stock 654451 D Stock Option (right to buy) 14.51 2034-03-10 Class A Common Stock 908169 D Class D Common Stock 0 Class A Common Stock 3553463 D Class D Common Stock 0 Class A Common Stock 7525803 I See footnote Class D Common Stock 0 Class A Common Stock 5090738 I See footnote Common Units 0 Class D Common Stock 325232 I See footnote Stock Option (right to buy) 20 2034-07-22 Class A Common Stock 148787 D One-fourth of the shares subject to the option vested on February 15, 2023, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. One-fourth of the shares subject to the option vested on February 15, 2024, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. One-fourth of the shares subject to the option shall vest on February 15, 2025, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. The Class D Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis. Each outstanding share of Class D Common Stock will automatically convert into one share of our Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering. Shares held of record by the Shea Family Trust dated December 25, 2019, or the 2019 Shea Family Trust. The Reporting Person's spouse serves as the co-trustee for the 2019 Shea Family Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the 2019 Shea Family Trust. Shares held of record by the Thomas A. Shea 2020 Annuity Trust dated December 23, 2020, or the 2020 Shea Annuity Trust. The Reporting Person's spouse serves as the trustee for the 2020 Shea Annuity Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the 2020 Shea Annuity Trust. The Common Units may be redeemed by the Reporting Person at any time on or following the closing of the Issuer's initial public offering for shares of Class D Common Stock on a 1:1 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 Class A Common Stock on a 1:1 basis. Each outstanding share of Class D Common Stock will automatically convert into one share of Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering. Shares held of record by the TSICU Corp. TSICU Corp. is a subchapter S corporation controlled by the Reporting Person, who has sole voting and dispositive power over the shares held by it. One-sixteenth of the shares subject to the option shall vest October 23, 2024, and one-sixteenth of the shares subject to the option shall vest every three months thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. /s/ Holly Koczot, attorney-in-fact 2024-07-24 EX-24 2 ex24-07252024_120733.htm ex24-07252024_120733.htm



POWER OF ATTORNEY


The undersigned, as a Section 16 reporting person of OneStream, Inc. (the “Company”), hereby constitutes and appoints Barbara Mery and each of the responsible attorneys and paralegals of Wilson Sonsini Goodrich & Rosati, Professional Corporation, and William Koefoed, Holly Koczot and Kelly Katchka of the Company, the undersigned’s true and lawful attorney-in-fact to:

1.

complete and execute Forms ID, 3, 4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in his or her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and

2.

do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 6/4/2024.


Signature:

 

/s/ Thomas A. Shea

Print Name:

Thomas A. Shea