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Filing Details

Accession Number:: 0001415889-24-029689
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-17 20:46:43
Reporting Period:: 2024-12-13

Accepted Time:: 2024-12-17 20:46:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1889956	Onestream Inc.	OS	Services-Prepackaged Software (7372)	873199478

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
2027404	Craig Colby	C/O Onestream, Inc. 191 N. Chester Street Birmingham MI 48009	President	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	2024-12-13	280,000	$10.65	280,000	No	4	M	Direct
Class A Common Stock	Disposition	2024-12-13	208,194	$29.47	71,806	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-13	71,806	$30.40	0	No	4	S	Direct
Class A Common Stock	Acquisiton	2024-12-13	167,821	$0.00	167,821	No	4	C	Indirect	See Footnote

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Stock Option (right to buy)	Disposition	2024-12-13	140,000	$0.00	140,000	$10.65
Class A Common Stock	Stock Option (right to buy)	Disposition	2024-12-13	140,000	$0.00	140,000	$10.65
Class D Common Stock	Common Units	Disposition	2024-12-13	167,821	$0.00	167,821	$0.00
Class A Common Stock	Class D Common Stock	Acquisiton	2024-12-13	167,821	$0.00	167,821	$0.00
Class A Common Stock	Class D Common Stock	Disposition	2024-12-13	167,821	$0.00	167,821	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
169,917	2031-12-04	No	4	M	Direct
368,753	2033-03-05	No	4	M	Direct
7,304		No	4	C	Indirect
167,821		No	4	C	Indirect
0		No	4	C	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class D Common Stock	$0.00	6,894,697	6,894,697	Direct
Class A Common Stock	Class D Common Stock	$0.00	3,353,799	3,353,799	Indirect
Class A Common Stock	Class D Common Stock	$0.00	1,675,503	1,675,503	Indirect

Amount	Remaning Holdings	Nature of Ownership
6,894,697	6,894,697	Direct
3,353,799	3,353,799	Indirect
1,675,503	1,675,503	Indirect

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 13, 2024.
Represents the weighted average share price of an aggregate total of 208,194 shares sold in the price range of $29.06 to $30.04 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Represents the weighted average share price of an aggregate total of 71,806 shares sold in the price range of $30.07 to $30.77 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
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.
The shares are held of record by CCICU Corp. CCICU Corp. is a subchapter S corporation of which the Reporting Person is the sole owner and maintains control.
One-fourth of the shares subject to the option vested on February 15, 2023, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.
One-fourth of the shares subject to the option vested on February 15, 2024, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.
On December 13, 2024, the holder redeemed 167,821 Common Units of OneStream Software LLC, and 167,821 shares of the holder's Class C Common Stock were cancelled, in exchange for 167,821 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 connection with 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.
The shares are held of record by the 2023 Trust for Kelly and Katharine Colby and Their Descendants dated April 27, 2023, of which the Reporting Person serves as the investment trustee.
The shares are held of record by the Trust for Jake A. Colby and Descendants dated December 28, 2019, of which the Reporting Person serves as the investment trustee.