ON24 INC. — Director's Dealing 2023

Jun 1, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ON24 INC. (ONTF)
CIK: 0001110611
Period of Report: 2023-05-31

Reporting Person: Blackie James (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	77244.00	Direct
Common Stock	95821.00	Direct
Common Stock	176116.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to buy)	$13.33	2030-12-11	Common Stock (18273.00)	18273.00	Direct
Stock Options (Right to buy)	$13.33	2030-12-11	Common Stock (122727.00)	122727.00	Direct
Stock Options (Right to buy)	$2.00	2030-01-16	Common Stock (89271.00)	89271.00	Direct
Stock Options (Right to buy)	$1.79	2026-12-09	Common Stock (222588.00)	222588.00	Direct
Stock Options (Right to buy)	$1.23	2030-01-16	Common Stock (22916.00)	22916.00	Direct
Stock Options (Right to buy)	$0.99	2026-12-09	Common Stock (107696.00)	107696.00	Direct

Footnotes

F1: The Reporting Person is voluntarily restating his holdings in light of the $1.09 special dividend declared on May 8, 2023, payable on or about June 15, 2023, to stockholders of record as of the close of business on May 22, 2023. Pursuant to antidilution provisions, the previously awarded restricted stock units ("RSUs") with 66,667 shares outstanding were automatically adjusted to represent RSUs to acquire 77,244 shares, as reflected herein. There were no other changes to the RSUs.

F2: The RSUs will vest semi-annually in three equal installments with the first 1/3 vesting on February 20. 2023, in each case subject to the Reporting Person's continued service through the applicable vesting date.

F3: Pursuant to antidilution provisions, the previously awarded RSUs with 82,700 shares outstanding were automatically adjusted to represent RSUs to acquire 95,821 shares, as reflected herein. There were no other changes to the RSUs.

F4: The RSUs will vest in 16 equal installments over a four-year period, with the first installment vesting on February 20, 2022, in each case subject to the Reporting Person's continued service through the applicable vesting date.

F5: Pursuant to antidilution provisions, the previously awarded RSUs with 152,000 shares outstanding were automatically adjusted to represent RSUs to acquire 176,116 shares, as reflected herein. There were no other changes to the RSUs.

F6: The RSUs will vest 1/12 quarterly over 3 years beginning on June 1, 2023.

F7: Pursuant to antidilution provisions, the exercise price of $14.42 per share of the previously awarded options were automatically adjusted
to $13.33 per share, as reflected herein. There were no other changes to the options.

F8: The options vested with respect to 1/48th of such shares on February 1, 2021, with 1/48th of such shares vesting thereafter at the end of each full month of continuous service until fully vested.

F9: Pursuant to antidilution provisions, the previously awarded options to acquire 77,084 shares for an exercise
price of $2.32 per share were automatically adjusted to represent options to acquire 89,271 shares for an exercise price of $2.00 per share, as reflected herein. There were no other changes to the options.

F10: The options vested with respect to 1/48th of such shares on February 1, 2020, with 1/48th of such shares vesting thereafter at the end of each full month of continuous service until fully vested.

F11: Pursuant to antidilution provisions, the previously awarded options to acquire 192,304 shares for an exercise
price of $2.08 per share were automatically adjusted to represent options to acquire 222,588 shares for an exercise
price of $1.79 per share, as reflected herein. There were no other changes to the options.

F12: The options are fully vested and exercisable.

F13: Pursuant to antidilution provisions, the exercise price of $2.32 per share of the previously awarded options were automatically adjusted
to $1.23 per share, as reflected herein. There were no other changes to the options.

F14: Pursuant to antidilution provisions, the exercise price of $2.08 of the previously awarded options were automatically adjusted to $0.99 per share, as reflected herein. There were no other changes to the options.