ON24 INC. — Director's Dealing 2021

Aug 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FEDERMAN IRWIN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-23	Common Stock	J	1500000	—	Disposed	2868405	Indirect
2021-08-23	Common Stock	J	31250	—	Disposed	59758	Indirect
2021-08-23	Common Stock	J	312	—	Acquired	312	Indirect
2021-08-23	Common Stock	J	1993	—	Acquired	5979	Direct
2021-08-24	Common Stock	S	312	$22.13	Disposed	0	Indirect
2021-08-24	Common Stock	S	15625	$22.13	Disposed	29880	Indirect
2021-08-24	Common Stock	S	15625	$22.13	Disposed	29880	Indirect

Footnotes

F1: Represents a pro-rata in-kind distribution of the Issuer's common stock held directly by each of U.S. Venture Partners VII, L.P. ("USVP VII") and 2180 Associates Fund VII, L.P. ("2180-VII'), without additional consideration to its partners or members. Presidio Management Group VII, L.L.C ("PMG VII") received a pro-rata in-kind distribution from 2180-VII.

F2: Presidio Management Group VII, L.L.C. ("PMG VII"), the general partner of each of U.S. Venture Partners VII, L.P. ("USVP VII"), 2180 Associates Fund VII, L.P. ("Associates VII"), USVP Entrepreneur Partners VII-A, L.P. ("USVP VII-A") and USVP Entrepreneur Partners VII-B, L.P. ("USVP VII-B" and, together with USVP VII, Associates VII and USVP VII-A, the "USVP VII Funds"), has sole voting and dispositive power with respect to the shares held by the USVP VII Funds. The reporting person is a managing member of PMG VII with additional rights with respect to the shares held by the USVP VII Funds, and may be deemed to have sole voting and dispositive power with respect to such shares. Each of the foregoing persons disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.65 to $22.78, inclusive for sales on 8/24/2021. The reporting persons undertake to provide 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 this footnote to this Form 4.