Kara Wilson - Jul 25, 2024 Form 4 Insider Report for OneStream, Inc. (OS)

Role: Director
Signature: /s/ Holly Koczot, attorney-in-fact
Stock symbol: OS
Transactions as of: Jul 25, 2024
Transactions value $: -$1,504,664
Form type: 4
Date filed: 7/26/2024, 06:11 PM
Previous filing: Jul 24, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OS	Common Units	Sale	-$1.5M	-79.8K	-19.12%	$18.85^*	338K	Jul 25, 2024	Class D Common Stock	79.8K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the Issuer's prospectus dated July 23, 2024, filed with the Securities and Exchange Commission on July 24, 2024, the Issuer used a portion of the net proceeds from its initial public offering of Class A Common Stock to purchase Common Units of OneStream Software LLC held by certain of OneStream Software LLC's pre-IPO equityholders, including the Reporting Person, at a price of $18.85 per Common Unit. For every Common Unit sold, the Reporting Person also forfeited one share of the Issuer's Class C Common Stock, which was canceled for no consideration.
F2	The Common Units may be redeemed by the Reporting Person for shares of Class D Common Stock on a 1:1 basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date. The Class D Common Stock is in turn 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 on the first trading day following the seventh anniversary of the Issuer's initial public offering.

Content

As described in the Issuer's prospectus dated July 23, 2024, filed with the Securities and Exchange Commission on July 24, 2024, the Issuer used a portion of the net proceeds from its initial public offering of Class A Common Stock to purchase Common Units of OneStream Software LLC held by certain of OneStream Software LLC's pre-IPO equityholders, including the Reporting Person, at a price of $18.85 per Common Unit. For every Common Unit sold, the Reporting Person also forfeited one share of the Issuer's Class C Common Stock, which was canceled for no consideration.

The Common Units may be redeemed by the Reporting Person for shares of Class D Common Stock on a 1:1 basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date. The Class D Common Stock is in turn 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 on the first trading day following the seventh anniversary of the Issuer's initial public offering.