ON24 INC. — Director's Dealing 2021

Mar 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON24 INC. (ONTF)
CIK: 0001110611
Period of Report: 2021-02-03

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
2021-02-03	Common Stock	S	2800	$71.00	Disposed	82800	Indirect
2021-02-03	Common Stock	P	2800	$71.00	Acquired	85600	Indirect
2021-02-03	Common Stock	S	50	$71.51	Disposed	85550	Indirect
2021-02-03	Common Stock	P	50	$71.51	Acquired	85600	Indirect
2021-02-03	Common Stock	S	50	$72.20	Disposed	85550	Indirect
2021-02-03	Common Stock	P	50	$72.20	Acquired	85600	Indirect
2021-02-03	Common Stock	S	50	$73.91	Disposed	85550	Indirect
2021-02-03	Common Stock	P	50	$73.91	Acquired	85600	Indirect
2021-02-03	Common Stock	S	50	$76.09	Disposed	85550	Indirect
2021-02-03	Common Stock	P	50	$76.09	Acquired	85600	Indirect
2021-02-03	Common Stock	S	3300	$77.00	Disposed	82300	Indirect
2021-02-03	Common Stock	P	3300	$77.00	Acquired	85600	Indirect
2021-02-03	Common Stock	S	50	$77.01	Disposed	85550	Indirect
2021-02-03	Common Stock	P	50	$77.01	Acquired	85600	Indirect
2021-02-04	Common Stock	S	400	$69.00	Disposed	85200	Indirect
2021-02-04	Common Stock	P	400	$69.00	Acquired	85600	Indirect
2021-02-05	Common Stock	S	100	$68.61	Disposed	5354418	Indirect
2021-02-05	Common Stock	P	100	$68.61	Acquired	5354518	Indirect
2021-02-05	Common Stock	S	1600	$68.1278	Disposed	5352918	Indirect
2021-02-05	Common Stock	P	1600	$68.1278	Acquired	5354518	Indirect
2021-02-08	Common Stock	S	250	$70.00	Disposed	5393192	Indirect
2021-02-08	Common Stock	P	250	$70.00	Acquired	5393442	Indirect
2021-02-09	Common Stock	S	800	$72.00	Disposed	5448656	Indirect
2021-02-09	Common Stock	P	800	$72.00	Acquired	5449456	Indirect
2021-02-18	Common Stock	S	100	$65.063	Disposed	5354418	Indirect
2021-02-18	Common Stock	P	100	$65.063	Acquired	5354518	Indirect
2021-02-22	Common Stock	S	56	$65.46	Disposed	5354462	Indirect
2021-02-22	Common Stock	P	56	$65.46	Acquired	5354518	Indirect
2021-03-05	Common Stock	S	800	$48.95	Disposed	5353718	Indirect
2021-03-05	Common Stock	P	800	$48.95	Acquired	5354518	Indirect

Footnotes

F1: These transactions in common stock (the "Common Stock") of ON24, Inc. (the "Issuer") have not previously been reported on Form 4 and were effected by Goldman Sachs & Co. LLC ("Goldman Sachs") acting as agent on behalf of an international affiliate that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of its business. Without conceding riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that they were subject to Section 16(b) will be remitted to the Issuer.

F2: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs, GSSG Holdings LLC ("GSSG"), and Special Situations Investing Group II, LLC ("SSIG") (together, 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.

F3: GS Group may be deemed to beneficially own indirectly, the number of shares of Common Stock of the Issuer 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, 5,354,518 shares of the Common Stock of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 5,268,918 shares of Common Stock held by SSIG and (ii) 85,600 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.