ON24 INC. — Director's Dealing 2021

Feb 3, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: FEDERMAN IRWIN (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$11.18	2030-10-11	Common Stock (125000)		Direct
Class A-1 Preferred Stock	$		Common Stock (2241670)		Indirect
Class A-1 Preferred Stock	$		Common Stock (46701)		Indirect
Class A-1 Preferred Stock	$		Common Stock (23351)		Indirect
Class A-1 Preferred Stock	$		Common Stock (23351)		Indirect
Class A-2 Preferred Stock	$		Common Stock (5126735)		Indirect
Class A-2 Preferred Stock	$		Common Stock (106807)		Indirect
Class A-2 Preferred Stock	$		Common Stock (53404)		Indirect
Class A-2 Preferred Stock	$		Common Stock (53404)		Indirect

Footnotes

F1: The options vested with respect to 1/48th of such shares on November 12, 2020, with 1/48 of such shares vesting thereafter at the end of each full month of continuous service until fully vested.

F2: The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The shares of convertible preferred stock will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

F3: 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.