ON24 INC. — Director's Dealing 2021

Aug 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON24 INC. (ONTF)
CIK: 0001110611
Period of Report: 2021-08-23

Reporting Person: GOLDMAN SACHS GROUP INC (10% Owner)
Reporting Person: GOLDMAN SACHS & CO. LLC (10% Owner)
Reporting Person: GSSG Holdings LLC (10% Owner)
Reporting Person: SPECIAL SITUATIONS INVESTING GROUP II, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-23	Common Stock	S	165257	$22.018	Disposed	5190665	Indirect
2021-08-24	Common Stock	S	499300	$22.1731	Disposed	4691364	Indirect
2021-08-24	Common Stock	S	700	$22.80	Disposed	4690664	Indirect
2021-08-25	Common Stock	S	250000	$22.1672	Disposed	4440663	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 purchased in multiple transactions at prices ranging from $21.89 to $22.26, inclusive. The reporting person undertakes 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 purchased or sold at each separate price within the ranges set forth in footnotes (4) through (5) 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, 4,440,663 shares of the Common Stock of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 4,353,661 shares of Common Stock held by SSIG and (ii) 87,002 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 purchased in multiple transactions at prices ranging from $21.80 to $22.78, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $21.955 to $22.33, inclusive.