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: FEDERMAN IRWIN (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-05	Common Stock	C	153508	—	Acquired	153508	Indirect
2021-02-05	Common Stock	C	7368405	—	Acquired	7368405	Indirect
2021-02-05	Common Stock	C	76755	—	Acquired	76755	Indirect
2021-02-05	Common Stock	C	76755	—	Acquired	76755	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-05	Class A-1 Preferred Stock	$	C	46701	Disposed		Common Stock (46701)	Indirect
2021-02-05	Class A-1 Preferred Stock	$	C	2241670	Disposed		Common Stock (2241670)	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	106807	Disposed		Common Stock (106807)	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	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 initial 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. ("USVP VII"), 2180 Associates Fund VII, L.P. ("Associates VII"), USVP Entrepreneur Partners VII-A, L.P. ("USVP VII-A") and USVP Entrepreneur Partners VII-B, L.P. ("USVP VII-B" and, together with USVP VII, Associates VII and USVP VII-A, the "USVP VII Funds"), has sole voting and dispositive power with respect to the shares held by the USVP VII Funds. The reporting person is a managing member of PMG VII with additional rights with respect to the shares held by the USVP VII Funds, and may be deemed to have sole voting and dispositive power with respect to such shares. Each of the foregoing persons disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein.