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OneStream, Inc. — Director's Dealing 2024
Nov 19, 2024
31088_dirs_2024-11-18_9aea329d-3d54-4fae-9295-68ba6ea3890d.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: OneStream, Inc. (OS)
CIK: 0001889956
Period of Report: 2024-11-14
Reporting Person: KKR Dream Holdings LLC (N/A)
Reporting Person: KKR Dream Aggregator L.P. (N/A)
Reporting Person: KKR Dream Aggregator GP LLC (N/A)
Reporting Person: KKR Americas Fund XII (Dream) L.P. (N/A)
Reporting Person: KKR Americas XII (Dream) Blocker Parent L.P. (N/A)
Reporting Person: KKR Americas XII EEA (Dream) Blocker Parent L.P. (N/A)
Reporting Person: KKR Americas XII (Dream II) Blocker Parent L.P. (N/A)
Reporting Person: KKR Associates Americas XII AIV L.P. (N/A)
Reporting Person: KKR Americas XII AIV GP LLC (N/A)
Reporting Person: KKR Wolverine I Ltd. (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-11-14 | Class A Common Stock | C | 3432334 | — | Acquired | 3432334 | Indirect |
| 2024-11-14 | Class A Common Stock | C | 426807 | — | Acquired | 426807 | Indirect |
| 2024-11-14 | Class A Common Stock | C | 11359 | — | Acquired | 11359 | Indirect |
| 2024-11-14 | Class A Common Stock | C | 287524 | — | Acquired | 287524 | Indirect |
| 2024-11-14 | Class A Common Stock | C | 204269 | — | Acquired | 204269 | Indirect |
| 2024-11-14 | Class A Common Stock | C | 99143 | — | Acquired | 99143 | Indirect |
| 2024-11-14 | Class A Common Stock | C | 693998 | — | Acquired | 693998 | Indirect |
| 2024-11-14 | Class A Common Stock | C | 932505 | — | Acquired | 932505 | Indirect |
| 2024-11-14 | Class A Common Stock | C | 139753 | — | Acquired | 139753 | Indirect |
| 2024-11-14 | Class A Common Stock | C | 148719 | — | Acquired | 148719 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 3432334 | $29.9925 | Disposed | 0 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 426807 | $29.9925 | Disposed | 0 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 11359 | $29.9925 | Disposed | 0 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 287524 | $29.9925 | Disposed | 0 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 204269 | $29.9925 | Disposed | 0 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 99143 | $29.9925 | Disposed | 0 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 693998 | $29.9925 | Disposed | 0 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 932505 | $29.9925 | Disposed | 0 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 139753 | $29.9925 | Disposed | 0 | Indirect |
| 2024-11-18 | Class A Common Stock | S | 148719 | $29.9925 | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-11-14 | Class D Common Stock | $ | C | 3432334 | Disposed | Class A Common Stock (3432334) | Indirect | |
| 2024-11-14 | Class D Common Stock | $ | C | 426807 | Disposed | Class A Common Stock (426807) | Indirect | |
| 2024-11-14 | Class D Common Stock | $ | C | 11359 | Disposed | Class A Common Stock (11359) | Indirect | |
| 2024-11-14 | Class D Common Stock | $ | C | 287524 | Disposed | Class A Common Stock (287524) | Indirect | |
| 2024-11-14 | Class D Common Stock | $ | C | 204269 | Disposed | Class A Common Stock (204269) | Indirect | |
| 2024-11-14 | Class D Common Stock | $ | C | 99143 | Disposed | Class A Common Stock (99143) | Indirect | |
| 2024-11-14 | Class D Common Stock | $ | C | 693998 | Disposed | Class A Common Stock (693998) | Indirect | |
| 2024-11-14 | Class D Common Stock | $ | C | 932505 | Disposed | Class A Common Stock (932505) | Indirect | |
| 2024-11-14 | Class D Common Stock | $ | C | 139753 | Disposed | Class A Common Stock (139753) | Indirect | |
| 2024-11-14 | Class D Common Stock | $ | C | 148719 | Disposed | Class A Common Stock (148719) | Indirect | |
| 2024-11-18 | Common Units | $ | S | 5993052 | Disposed | Class D Common Stock (5993052) | Indirect |
Footnotes
F1: Common Units represent limited liability company units of OneStream Software LLC ("Common Units") and an equal number of shares of Class C common stock ("Class C Common Stock") of OneStream, Inc. (the "Issuer"). Common Units may be redeemed by the holder at any time on or following the closing of the Issuer's initial public offering for shares of Class D common stock ("Class D Common Stock") on a one-for-one basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date. The Class D Common Stock is in turn convertible at any time, at the holder's election, into the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis. Each outstanding share of Class D Common Stock will automatically convert into one share of the Issuer's Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering.
F2: The Class D Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis. Each outstanding share of Class D Common Stock will automatically convert into one share of the Issuer's Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering.
F3: Represents securities held by KKR Dream Holdings LLC. KKR Dream Aggregator L.P. is the sole member of KKR Dream Holdings LLC. KKR Dream Aggregator GP LLC is the general partner of KKR Dream Aggregator L.P. KKR Americas Fund XII (Dream) L.P. is the sole member of KKR Dream Aggregator GP LLC.
F4: Represents securities held by KKR Americas XII (Dream) Blocker Parent L.P.
F5: Represents securities held by KKR Americas XII EEA (Dream) Blocker Parent L.P.
F6: Represents securities held by KKR Americas XII (Dream II) Blocker Parent L.P.
F7: KKR Associates Americas XII AIV L.P. is the general partner of each of KKR Americas Fund XII (Dream) L.P., KKR Americas XII (Dream) Blocker Parent L.P., KKR Americas XII EEA (Dream) Blocker Parent L.P., and KKR Americas XII (Dream II) Blocker Parent L.P. KKR Americas XII AIV GP LLC is the general partner of KKR Associates Americas XII AIV L.P.
F8: Represents securities held by KKR Wolverine I Ltd. KKR Financial Management LLC is the portfolio manager of KKR Wolverine I Ltd. Kohlberg Kravis Roberts & Co. L.P. is the sole member of KKR Financial Management LLC. KKR & Co. GP LLC is the general partner of Kohlberg Kravis Roberts & Co. L.P. KKR Holdco LLC is the sole member of KKR & Co. GP LLC.
F9: Represents securities held by KKR TFO Partners L.P. KKR Associates TFO L.P. is the general partner of KKR TFO Partners L.P. KKR TFO GP Limited is the general partner of KKR Associates TFO L.P.
F10: Represents securities held by KKR Custom Equity Opportunities Fund L.P. KKR Associates Custom Equity Opportunities L.P. is the general partner of KKR Custom Equity Opportunities Fund L.P. KKR Custom Equity Opportunities Limited is the general partner of KKR Associates Custom Equity Opportunities L.P.
F11: Represents securities held by KKR-Milton Strategic Partners L.P. KKR Associates Milton Strategic L.P. is the general partner of KKR-Milton Strategic Partners L.P. KKR Milton Strategic Limited is the general partner of KKR Associates Milton Strategic L.P.
F12: Represents securities held by KKR NGT (Dream) Blocker Parent L.P.
F13: Represents securities held by KKR NGT (Dream) Blocker Parent (EEA) L.P.
F14: KKR Associates NGT L.P. is the general partner of KKR NGT (Dream) Blocker Parent L.P. and KKR NGT (Dream) Blocker Parent (EEA) L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P.
F15: Represents securities held by K-PRIME AG Financing LP. K-PRIME Hedge-Finance GP Limited is the general partner of K-PRIME AG Financing LP. K-PRIME Aggregator L.P. is the sole shareholder of K-PRIME Hedge-Finance GP Limited. K-PRIME GP LLC is the general partner of K-PRIME Aggregator L.P. KKR Associates Group L.P. is the sole member of K-PRIME GP LLC. KKR Associates Group GP LLC is the general partner of KKR Associates Group L.P.
F16: KKR Group Partnership L.P. is the sole member of each of KKR Americas XII AIV GP LLC, KKR Holdco LLC, and KKR Associates Group GP LLC and sole shareholder of each of KKR TFO GP Limited, KKR Custom Equity Opportunities Limited, KKR Milton Strategic Limited and KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
F17: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
F18: This amount represents the $31.00 secondary public offering price per share of Class A Common Stock less the underwriting discount of $1.0075 per share.
F19: The Issuer used a portion of the net proceeds from the closing of its secondary offering of Class A Common Stock to purchase Common Units from certain of the Issuer's equityholders, including KKR Dream Holdings LLC, at a price of $29.9925 per Common Unit.