ON24 INC. — Director's Dealing 2021

Aug 31, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON24 INC. (ONTF)
CIK: 0001110611
Period of Report: 2021-08-26

Reporting Person: GOLDMAN SACHS GROUP INC (See Remarks)
Reporting Person: GOLDMAN SACHS & CO. LLC (See Remarks)
Reporting Person: GSSG Holdings LLC (See Remarks)
Reporting Person: SPECIAL SITUATIONS INVESTING GROUP II, LLC (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-26	Common Stock	S	211129	$23.3669	Disposed	4229530	Indirect
2021-08-26	Common Stock	S	36042	$24.0006	Disposed	4193488	Indirect
2021-08-27	Common Stock	S	73630	$22.8911	Disposed	4119852	Indirect
2021-08-27	Common Stock	S	13942	$23.3723	Disposed	4105910	Indirect

Footnotes

F1: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSSG Holdings LLC ("GSSG"), and Special Situations Investing Group II, LLC ("SSIG", together with GS Group, Goldman Sachs, and GSSG, the "Reporting Persons"). GSSG is a wholly owned subsidiary of GS Group, and SSIG is a wholly owned subsidiary of GSSG. Goldman Sachs is a wholly owned subsidiary of GS Group.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.915 to $23.91, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (5) through (7) to this Form 4.

F3: GS Group may be deemed to beneficially own indirectly, the number of shares of common stock of the Issuer (the "Common Stock") reported as held by SSIG and/or Goldman Sachs, respectively. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 4,105,910 shares of the Common Stock of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 4,018,918 shares of Common Stock held by SSIG and (ii) 86,992 shares of Common Stock held by Goldman Sachs.

F4: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.915 to $24.11, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.30 to $23.29, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.30 to $23.50, inclusive.