Ownership Submission
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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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GOLDMAN SACHS GROUP INC
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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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/ See Remarks
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(Last)
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(First)
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(Middle)
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200 WEST STREET
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NEW YORK
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NY
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10282
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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)
___ Form filed by One Reporting Person
_X_ 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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GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY10282
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See Remarks
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GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK, NY10282
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See Remarks
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GSSG Holdings LLC
200 WEST STREET
NEW YORK, NY
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See Remarks
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SPECIAL SITUATIONS INVESTING GROUP II, LLC
200 WEST STREET
NEW YORK, NY
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See Remarks
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Signatures
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/s/ Crystal Orgill, Attorney-in-fact
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2021-12-01
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**Signature of Reporting Person
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Date
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/s/ Crystal Orgill, Attorney-in-fact
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2021-12-01
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**Signature of Reporting Person
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Date
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/s/ Crystal Orgill, Attorney-in-fact
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2021-12-01
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**Signature of Reporting Person
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Date
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/s/ Crystal Orgill, Attorney-in-fact
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2021-12-01
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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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This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSSG Holdings LLC ("GSSG"), and Special Situations Investing Group II, LLC ("SSIG", together with GS Group, Goldman Sachs, and GSSG, the "Reporting Persons"). GSSG is a wholly owned subsidiary of GS Group, and SSIG is a wholly owned subsidiary of GSSG. Goldman Sachs is a wholly owned subsidiary of GS Group.
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(2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.64 to $16.18, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (5) to this Form 4.
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(3)
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GS Group may be deemed to beneficially own indirectly, the number of shares of common stock of the Issuer (the "Common Stock") reported as held by SSIG and/or Goldman Sachs, respectively. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 3,567,276 shares of the Common Stock of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 3,477,854 shares of Common Stock held by SSIG and (ii) 89,422 shares of Common Stock held by Goldman Sachs.
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(4)
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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.
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(5)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.33 to $16.02, inclusive.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
