ON24 INC. — Director's Dealing 2021

Aug 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON24 INC. (ONTF)
CIK: 0001110611
Period of Report: 2021-08-17

Reporting Person: PRESIDIO MANAGEMENT GROUP VII L L C (10% Owner)
Reporting Person: US VENTURE PARTNERS VII L P (10% Owner)
Reporting Person: 2180 ASSOCIATES FUND VII L P (10% Owner)
Reporting Person: USVP ENTREPRENEUR PARTNERS VII A L P (10% Owner)
Reporting Person: USVP ENTREPRENEUR PARTNERS VII B L P (10% Owner)
Reporting Person: Tansey Casey M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-17	Common Stock	J	1500000	—	Disposed	4368405	Indirect
2021-08-17	Common Stock	J	31250	—	Disposed	91008	Indirect
2021-08-17	Common Stock	J	312	—	Acquired	312	Direct
2021-08-18	Common Stock	S	312	$20.03	Disposed	0	Direct
2021-08-18	Common Stock	S	15625	$20.03	Disposed	45505	Indirect
2021-08-18	Common Stock	S	15625	$20.03	Disposed	45505	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5000	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. ("2180-VII), USVP Entrepreneur Partners VII-A, L.P. ("EP7-A") and USVP Entrepreneur Partners VII-B, L.P. ("EP7-B") (together, the "USVP VII Funds"), has sole voting and dispositive power with respect to the shares held by the USVP VII Funds. Casey Tansey is the sole managing partner of PMG VII and may be deemed to have sole dispositive power over the reported securities held by the USVP VII Funds and may be deemed to have shared voting power over the reported securities held by the USVP VII Funds. 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 $19.45 to $20.50 inclusive for sales on 8/18/2021. 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.