SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sharan Sharat

(Last)

(First)

(Middle)

C/O ON24, INC.

50 BEALE STREET, 8TH FLOOR

(Street)

SAN FRANCISCO

94015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ON24 INC. [ ONTF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and Chief Executive

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾								362,607⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)⁽³⁾	$13.33							⁽⁴⁾	12/11/2030	Common Stock	20,802		20,802	D
Stock Options (Right to buy)⁽³⁾	$13.33							⁽⁴⁾	12/11/2030	Common Stock	439,198		439,198	D
Stock Options (Right to buy)⁽⁵⁾	$2							⁽⁶⁾	03/15/2030	Common Stock	99,836		99,836	D
Stock Options (Right to buy)⁽⁷⁾	$1.7							⁽⁸⁾	01/04/2026	Common Stock	78,863		78,863	D
Stock Options (Right to buy)⁽⁹⁾	$1.68							⁽⁸⁾	09/16/2023	Common Stock	1,484		1,484	D
Stock Options (Right to buy)⁽¹⁰⁾	$1.68							⁽⁸⁾	08/07/2024	Common Stock	154,400		154,400	D
Stock Options (Right to buy)⁽¹¹⁾	$1.35							⁽⁸⁾	12/21/2028	Common Stock	427,950		427,950	D
Stock Options (Right to buy)⁽¹²⁾	$1.23							⁽⁶⁾	03/15/2030	Common Stock	313,794		313,794	D
Stock Options (Right to buy)⁽¹³⁾	$0.89							⁽⁸⁾	01/04/2026	Common Stock	409,201		409,201	D
Stock Options (Right to buy)⁽¹⁴⁾	$0.86							⁽⁸⁾	09/16/2023	Common Stock	108,718		108,718	D
Stock Options (Right to buy)⁽¹⁴⁾	$0.86							⁽⁸⁾	08/07/2024	Common Stock	66,666		66,666	D
Stock Options (Right to buy)⁽¹⁵⁾	$0.86							⁽⁸⁾	07/24/2025	Common Stock	497,642		497,642	D

Explanation of Responses:

1. 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 312,954 outstanding were automatically adjusted to represent RSUs to acquire 362,607 shares, as reflected herein. There were no other changes to the RSUs.

2. The RSUs will vest quarterly in 12 equal installments over a three-year period, with the first installment vesting on March 31, 2023, in each case subject to the Reporting Person's continued service through the applicable vesting date.

3. 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.

4. 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.

5. Pursuant to antidilution provisions, the previously awarded options to acquire 86,206 shares for an exercise price of $2.32 per share were automatically adjusted to represent options to acquire 99,836 shares for an exercise price of $2.00 per share, as reflected herein. There were no other changes to the options.

6. The options vested with respect to 1/24th of such shares on January 1, 2021, with 1/24th of such shares vesting thereafter at the end of each full month of continuous service until fully vested.

7. Pursuant to antidilution provisions, the previously awarded options to acquire 68,181 shares for an exercise price of $1.98 per share were automatically adjusted to represent options to acquire 78,863 shares for an exercise price of $1.70 per share, as reflected herein. There were no other changes to the options.

8. The options are fully vested and exercisable.

9. Pursuant to antidilution provisions, the previously awarded options to acquire 1,282 shares for an exercise price of $1.95 per share were automatically adjusted to represent options to acquire 1,484 shares for an exercise price of $1.68 per share, as reflected herein. There were no other changes to the options.

10. Pursuant to antidilution provisions, the previously awarded options to acquire 133,334 shares for an exercise price of $1.95 per share were automatically adjusted to represent options to acquire 154,400 shares for an exercise price of $1.68 per share, as reflected herein. There were no other changes to the options.

11. Pursuant to antidilution provisions, the exercise price of $2.44 per share of the previously awarded options were automatically adjusted to $1.35 per share, as reflected herein. There were no other changes to the options.

12. 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.

13. Pursuant to antidilution provisions, the exercise price of $1.98 per share of the previously awarded options were automatically adjusted to $0.89 per share, as reflected herein. There were no other changes to the options.

14. Pursuant to antidilution provisions, the exercise price of $1.95 per share of the previously awarded options were automatically adjusted to $0.86 per share, as reflected herein. There were no other changes to the options.

15. Pursuant to antidilution provisions, the exercise price of $1.95 per share of the previously awarded options were automatically adjusted to $0.86 per share, as reflected herein. There were no other changes to the options.

Remarks:

	/s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact	06/09/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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