Filing Details
- Accession Number:
- 0000905148-21-000152
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-02-09 20:47:04
- Reporting Period:
- 2021-02-03
- Accepted Time:
- 2021-02-09 20:47:04
- SEC Url:
- Form 4 Filing
Issuer
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
769993 | Goldman Sachs & Co. Llc | 200 West Street New York NY 10282 | No | No | No | No | |
886982 | Goldman Sachs Group Inc | 200 West Street New York NY 10282 | No | No | No | No | |
1786430 | Special Situations Investing Group Ii, Llc | 200 West Street New York NY 10282 | No | No | No | No | |
1825522 | Gssg Holdings Llc | 200 West Street New York NY 10282 | No | No | No | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2021-02-03 | 4,027 | $71.28 | 4,027 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Acquisiton | 2021-02-03 | 28,670 | $72.06 | 32,697 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Acquisiton | 2021-02-03 | 1,366 | $73.21 | 34,063 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Acquisiton | 2021-02-03 | 9,737 | $74.22 | 43,800 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Acquisiton | 2021-02-03 | 200 | $75.28 | 44,000 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Acquisiton | 2021-02-03 | 43,600 | $76.99 | 87,600 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Acquisiton | 2021-02-03 | 200 | $79.46 | 87,800 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Disposition | 2021-02-03 | 900 | $72.13 | 86,900 | No | 4 | S | Indirect | See Footnotes |
Common Stock | Disposition | 2021-02-03 | 1,300 | $76.76 | 85,600 | No | 4 | S | Indirect | See Footnotes |
Common Stock | Acquisiton | 2021-02-05 | 22 | $68.15 | 85,622 | No | 4 | P | Indirect | See Footnotes |
Common Stock | Disposition | 2021-02-05 | 22 | $68.15 | 85,600 | No | 4 | S | Indirect | See Footnotes |
Common Stock | Acquisiton | 2021-02-05 | 5,543,918 | $0.00 | 5,629,518 | No | 4 | C | Indirect | See Footnotes |
Common Stock | Disposition | 2021-02-05 | 275,000 | $46.50 | 5,354,518 | No | 4 | S | Indirect | See Footnotes |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
No | 4 | S | Indirect | See Footnotes |
No | 4 | S | Indirect | See Footnotes |
No | 4 | P | Indirect | See Footnotes |
No | 4 | S | Indirect | See Footnotes |
No | 4 | C | Indirect | See Footnotes |
No | 4 | S | Indirect | See Footnotes |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Class B Preferred Stock | Disposition | 2021-02-05 | 3,233,851 | $0.00 | 3,233,851 | $0.00 |
Common Stock | Class B-1 Preferred Stock | Disposition | 2021-02-05 | 2,310,067 | $0.00 | 2,310,067 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | No | 4 | C | Indirect | ||
0 | No | 4 | C | Indirect |
Footnotes
- This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSSG Holdings LLC ("GSSG"), and Special Situations Investing Group II, LLC ("SSIG") (together, the "Reporting Persons"). GSSG is a wholly owned subsidiary of GS Group, and SSIG is a wholly owned subsidiary of GSSG. Goldman Sachs is a wholly owned subsidiary of GS Group. Certain of the transactions reported herein were effected by Goldman Sachs acting as agent on behalf of an international affiliate that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of its business. Without conceding riskless principal trades in connection with client facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit recoverable by ON24, Inc. (the "Issuer") from the reported transactions will be remitted to the Issuer.
- GS Group may be deemed to beneficially own indirectly, the number of shares of Common Stock, par value $0.0001 per share ("Common Stock") of the Issuer reported as held by SSIG and/or Goldman Sachs, respectively. After giving effect to the transaction on February 5, 2021, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 5,354,518 shares of the common stock (the "Common Stock") of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 5,268,918 shares of Common Stock held by SSIG and (ii) 85,600 shares of Common Stock held by Goldman Sachs.
- Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.
- The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.58 to $71.52, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold at each separate price within the ranges set forth in footnotes (4) through (10) to this Form 4.
- The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.61 to $72.58, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $72.61 to $73.60, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $73.70 to $74.39, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $76.31 to $77.00, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.30, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.42 to $77.30, inclusive.
- 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.