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^*

Colby Craig

(Last)

(First)

(Middle)

C/O ONESTREAM, INC.

191 N. CHESTER STREET

(Street)

BIRMINGHAM

48009

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

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

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

X	Form filed by One Reporting Person
	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)
Class A Common Stock	200,502	I	See footnote⁽¹⁾

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)
Stock Option (right to buy)	⁽²⁾	12/04/2031	Class A Common Stock	309,917	$10.65	D
Stock Option (right to buy)	⁽³⁾	03/05/2033	Class A Common Stock	508,753	$10.65	D
Stock Option (right to buy)	⁽⁴⁾	03/10/2034	Class A Common Stock	353,390	$1,451	D
Common Units	⁽⁵⁾	⁽⁵⁾	Class D Common Stock	175,125	$0	I	See footnote⁽⁶⁾
Class D Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	6,894,697	$0	D
Class D Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,353,799	$0	I	See footnote⁽⁸⁾
Class D Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,675,503	$0	I	See footnote⁽⁹⁾
Class D Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	802,007	$0	I	See footnote⁽¹⁾
Stock Option (right to buy)	⁽¹⁰⁾	07/22/2034	Class A Common Stock	80,116	$20	D

Explanation of Responses:

1. The shares are held of record by the 2023 Trust for Kristen M. Colby dated April 27, 2023, of which the Reporting Person is the trustee.

2. One-fourth of the shares subject to the option vested on February 15, 2023, 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.

3. 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.

4. 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.

5. 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.

6. The shares are held of record by CCICU Corp. CCICU Corp. is a subchapter S corporation controlled by the Reporting Person, who has sole voting and dispositive power over the shares held by it.

7. 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.

8. The shares are held of record by the 2023 Trust for Kelly and Katharine Colby and Their Descendants dated April 27, 2023, of which the Reporting Person is the trustee.

9. The shares are held of record by the Trust for Jake A. Colby and Descendants dated December 28, 2019, of which the Reporting Person is the trustee.

10. 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	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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