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* Rho Ventures III Holdings LLC (Last) (First) (Middle) C/O RHO CAPITAL PARTNERS 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2021	3. Issuer Name and Ticker or Trading Symbol ON24 INC [ ONTF ]
		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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A-1 Convertible Preferred Stock	(1)	(1)	Common Stock	567,991	(1)	I	See Footnote(2)
Class A-2 Convertible Preferred Stock	(1)	(1)	Common Stock	3,364,868	(1)	I	See Footnote(2)

1. Name and Address of Reporting Person* Rho Ventures III Holdings LLC (Last) (First) (Middle) C/O RHO CAPITAL PARTNERS 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 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* Rho Capital Partners LLC (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 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* KAIROUZ HABIB (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 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* LESCHLY MARK (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 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* RUCH JOSHUA (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (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. The Class A-1 Convertible Preferred Stock and Class A-2 Convertible Preferred Stock held by the reporting persons will automatically convert on a 1-for-1 basis into shares of common stock upon the closing of the issuer's initial public offering. The Class A-1 Convertible Preferred Stock and Class A-2 Convertible Preferred Stock have no expiration dates.

2. These securities are owned directly by Rho Ventures III Holdings LLC ("RV III"). Rho Capital Partners LLC ("RCP") is the managing member of RV III, and each of Mark Leschly, Habib Kairouz and Joshua Ruch are managing members of RCP and exercise shared voting and investment power with respect to the shares owned by RV III. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his or its respective pecuniary interest therein.

	/S/ Habib Kairouz	02/02/2021
	s/ Habib Kairouz	02/02/2021
	/s/ Habib Kairouz	02/02/2021
	/ s/ Mark Leschly	02/02/2021
	s/ Joshua Ruch	02/02/2021
	** 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).
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