SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2021	3. Issuer Name and Ticker or Trading Symbol ON24 INC [ ONTF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Preferred Stock	(5)	(5)	Common Stock	3,233,851	(5)	I(1)(2)(4)	See footnotes(1)(2)(4)
Class B-1 Preferred Stock	(5)	(5)	Common Stock	2,310,067	(5)	I(1)(3)(4)	See footnotes(1)(3)(4)

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GSSG Holdings LLC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPECIAL SITUATIONS INVESTING GROUP II, LLC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), 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.

2. GS Group may be deemed to beneficially own indirectly, in the aggregate, 3,233,851 shares of Class B Preferred Stock, par value $0.001 per share ("Class B Preferred Stock") of ON24, Inc. (the "Issuer") by reason of the direct or indirect beneficial ownership of such shares as follows: 3,233,851 shares of Class B Preferred Stock held by SSIG.

3. GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,310,067 shares of Class B-1 Preferred Stock, par value $0.001 per share ("Class B-1 Preferred Stock") of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: 2,310,067 shares of Class B-1 Preferred Stock held by SSIG.

4. 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.

5. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The shares of convertible preferred stock will automatically convert on a 1-for-1 basis into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering

Remarks:

Exhibit 24.1 - Power of Attorney (GS Group) Exhibit 24.2 - Power of Attorney (GSSG) Exhibit 24.3 - Power of Attorney (SSIG)

	/s/ Jamison Yardley, Attorney-in-fact	02/02/2021
	/s/ Jamison Yardley, Attorney-in-fact	02/02/2021
	/s/ Jamison Yardley, Attorney-in-fact	02/02/2021
	** 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 5 (b)(v).
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