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Filing Details

Accession Number:: 0001415889-24-027137
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-11-18 19:49:01
Reporting Period:: 2024-11-14

Accepted Time:: 2024-11-18 19:49:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1889956	Onestream Inc.	OS	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1063663	D Jonathan Mariner	C/O Onestream, Inc. 191 N. Chester Street Birmingham MI 48009		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-11-14	33,156	$0.00	33,156	No	4	C	Direct
Class A Common Stock	Acquisiton	2024-11-14	5,241	$0.00	5,241	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2024-11-18	33,156	$31.00	0	No	4	S	Direct
Class A Common Stock	Disposition	2024-11-18	5,241	$31.00	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Indirect	See Footnote
No	4	S	Direct
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class D Common Stock	Common Units	Disposition	2024-11-14	33,156	$0.00	33,156	$0.00
Class A Common Stock	Class D Common Stock	Acquisiton	2024-11-14	33,156	$0.00	33,156	$0.00
Class A Common Stock	Class D Common Stock	Disposition	2024-11-14	33,156	$0.00	33,156	$0.00
Class D Common Stock	Common Units	Disposition	2024-11-14	5,241	$0.00	5,241	$0.00
Class A Common Stock	Class D Common Stock	Acquisiton	2024-11-14	5,241	$0.00	5,241	$0.00
Class A Common Stock	Class D Common Stock	Disposition	2024-11-14	5,241	$0.00	5,241	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
258,333	No	4	C	Direct
33,156	No	4	C	Direct
0	No	4	C	Direct
40,838	No	4	C	Indirect
5,241	No	4	C	Indirect
0	No	4	C	Indirect

Footnotes

The Class A Common Stock was acquired upon the conversion, at the holder's election, of Class D Common Stock held by the holder on a 1:1 basis.
Held by the Jonathan D. Mariner Revocable Trust (the "Mariner Revocable Trust"), of which the Reporting Person is a trustee. By virtue of his relationship, the Reporting Person may be deemed to hold voting and dispositive power with respect to the securities held bythe Mariner Revocable Trust
As previously disclosed in the Issuer's prospectus dated November 14, 2024, filed with the Securities and Exchange Commission on November 15, 2024, on November 18, 2024, the Issuer completed an underwritten public offering pursuant to which the holder sold 33,156 shares of Class A Common Stock at a public offering price of $31 per share, or a net per share price of $29.9925 after deducting $1.0075 per share of underwriting discounts and commissions.
As previously disclosed in the Issuer's prospectus dated November 14, 2024, filed with the Securities and Exchange Commission on November 15, 2024, on November 18, 2024, the Issuer completed an underwritten public offering pursuant to which the holder sold 5,241 shares of Class A Common Stock at a public offering price of $31 per share, or a net per share price of $29.9925 after deducting $1.0075 per share of underwriting discounts and commissions.
On November 14, 2024, the holder redeemed 33,156 Common Units of OneStream Software LLC, and 33,156 shares of the holder's Class C Common Stock were cancelled, in exchange for 33,156 shares of Class D Common Stock.
The Common Units may be redeemed by the holder for shares of Class D Common Stock on a 1:1 basis, and an equal number of the holder's shares of Class C Common Stock (which have no economic rights) will be cancelled in connectionwith the redemption. The Common Units have no expiration date.
The Class D Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis. Each outstanding share of Class D Common Stock will automatically convert into one share of Class A common stock upon the earlier of (i) any transfer, whether or not for value, except for certain transfers exempted by the Issuer's amended and restated certificate of incorporation, (ii) death or incapacity (if the holder is a natural person), and (iii) the first trading day following the seventh anniversary of the Issuer's initial public offering.
On November 14, 2024, the holder redeemed 5,241 Common Units, and 5,241 shares of the holder's Class C Common Stock were cancelled, in exchange for 5,241 shares of Class D Common Stock.
The Form 4 previously filed by the Reporting Person on July 26, 2024 inadvertently omitted this holding.