ON24 INC. — Director's Dealing 2021

Feb 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 (N/A)
Reporting Person: GOLDMAN SACHS & CO. LLC (N/A)
Reporting Person: GSSG Holdings LLC (N/A)
Reporting Person: SPECIAL SITUATIONS INVESTING GROUP II, LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-03	Common Stock	P	4027	$71.28	Acquired	4027	Indirect
2021-02-03	Common Stock	P	28670	$72.06	Acquired	32697	Indirect
2021-02-03	Common Stock	P	1366	$73.21	Acquired	34063	Indirect
2021-02-03	Common Stock	P	9737	$74.22	Acquired	43800	Indirect
2021-02-03	Common Stock	P	200	$75.28	Acquired	44000	Indirect
2021-02-03	Common Stock	P	43600	$76.99	Acquired	87600	Indirect
2021-02-03	Common Stock	P	200	$79.46	Acquired	87800	Indirect
2021-02-03	Common Stock	S	900	$72.13	Disposed	86900	Indirect
2021-02-03	Common Stock	S	1300	$76.76	Disposed	85600	Indirect
2021-02-05	Common Stock	P	22	$68.15	Acquired	85622	Indirect
2021-02-05	Common Stock	S	22	$68.15	Disposed	85600	Indirect
2021-02-05	Common Stock	C	5543918	—	Acquired	5629518	Indirect
2021-02-05	Common Stock	S	275000	$46.5	Disposed	5354518	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-05	Class B Preferred Stock	$	C	3233851	Disposed		Common Stock (3233851)	Indirect
2021-02-05	Class B-1 Preferred Stock	$	C	2310067	Disposed		Common Stock (2310067)	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, 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. Certain of the transactions reported herein were effected by 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 facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit recoverable by ON24, Inc. (the "Issuer") from the reported transactions will be remitted to the Issuer.

F2: GS Group may be deemed to beneficially own indirectly, the number of shares of Common Stock, par value $0.0001 per share ("Common Stock") of the Issuer reported as held by SSIG and/or Goldman Sachs, respectively. After giving effect to the transaction on February 5, 2021, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 5,354,518 shares of the common stock (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.

F3: 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.

F4: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.58 to $71.52, 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 (10) to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.61 to $72.58, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $72.61 to $73.60, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $73.70 to $74.39, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $76.31 to $77.00, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.30, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.42 to $77.30, inclusive.

F11: All of the shares of convertible preferred stock automatically converted into shares of the Issuer's Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering. The convertible preferred stock had no expiration date.