ON24 INC. — Director's Dealing 2021

Feb 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON24 INC. (ONTF)
CIK: 0001110611
Period of Report: 2021-02-05

Reporting Person: Rho Ventures III Holdings LLC (10% Owner)
Reporting Person: Rho Capital Partners LLC (10% Owner)
Reporting Person: KAIROUZ HABIB (10% Owner)
Reporting Person: LESCHLY MARK (10% Owner)
Reporting Person: RUCH JOSHUA (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-05	Common Stock	C	3932859	—	Acquired	3932859	Indirect
2021-02-05	Common Stock	S	294965	$50.00	Disposed	3637894	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-05	Class A-1 Convertible Preferred Stock	$	C	567991	Disposed		Common Stock (567991)	Indirect
2021-02-05	Class A-2 Convertible Preferred Stock	$	C	3364868	Disposed		Common Stock (3364868)	Indirect

Footnotes

F1: 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.

F2: These securities are owned directly by Rho Ventures III Holdings LLC ("RV III"). Rho Capital Partners LLC ("RCP") is the managing member of RV III, and each of Mark Leschly, Habib Kairouz and Joshua Ruch are managing members of RCP and exercise shared voting and investment power with respect to the shares owned by RV III. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his or its respective pecuniary interest therein.