ON24 INC. — Director's Dealing 2021

Feb 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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
2021-02-05	Common Stock	C	7368405.0	—	Acquired	7368405.0	Indirect
2021-02-05	Common Stock	C	153508	—	Acquired	153508	Indirect
2021-02-05	Common Stock	C	76755	—	Acquired	76755	Indirect
2021-02-05	Common Stock	C	76755	—	Acquired	76755	Indirect
2021-02-05	Common Stock	P	5000	$50	Acquired	5000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-05	Class A-1 Preferred Stock	$	C	2241670.0	Disposed		Common Stock (2241670.0)	Indirect
2021-02-05	Class A-1 Preferred Stock	$	C	46701	Disposed		Common Stock (46701)	Indirect
2021-02-05	Class A-1 Preferred Stock	$	C	23351	Disposed		Common Stock (23351)	Indirect
2021-02-05	Class A-1 Preferred Stock	$	C	23351	Disposed		Common Stock (23351)	Indirect
2021-02-05	Class A-2 Preferred Stock	$	C	5126735	Disposed		Common Stock (5126735)	Indirect
2021-02-05	Class A-2 Preferred Stock	$	C	106807	Disposed		Common Stock (106807)	Indirect
2021-02-05	Class A-2 Preferred Stock	$	C	53404	Disposed		Common Stock (53404)	Indirect
2021-02-05	Class A-2 Preferred Stock	$	C	53404	Disposed		Common Stock (53404)	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 intital public offering. The convertible preferred stock had no expiration date.

F2: Presidio Management Group VII, L.L.C. ("PMG VII"), the general partner of each of U.S. Venture Partners VII, L.P. 2180 Associates Fund VII, L.P., USVP Entrepreneur Partners VII-A, L.P. and USVP Entrepreneur Partners VII-B, L.P. (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 shares were purchased in the Issuer's initial public offering.