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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Trempont Dominique
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2. Issuer Name and Ticker or Trading Symbol
ON24 INC. [ONTF]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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C/O ON24, INC. , 50 BEALE STREET, 8TH FLOOR
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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SAN FRANCISCO
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CA
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94015
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Trempont Dominique
C/O ON24, INC.
50 BEALE STREET, 8TH FLOOR
SAN FRANCISCO, CA94015
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Signatures
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/s/ Trempont Dominique by Charles Rogerson, as Attorney-in-Fact
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2023-06-09
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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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 14,586 shares outstanding were automatically adjusted to represent RSUs to acquire 16,900 shares, as reflected herein. There were no other changes to the RSUs.
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(2)
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100% of the RSUs will vest on June 10, 2023.
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(3)
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Pursuant to antidilution provisions, the previously awarded RSUs with 10,000 shares outstanding were automatically adjusted to represent RSUs to acquire 11,586 shares, as reflected herein. There were no other changes to the RSUs.
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(4)
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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.
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(5)
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The options are fully vested and exercisable.
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(6)
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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.
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(7)
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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.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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