Jonathan D. Mariner - 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, 06:18 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 -$636K -33.7K -10.38% $18.85* 291K Jul 25, 2024 Class D Common Stock 33.7K $0.00 Direct F1, F2
transaction OS Common Units Sale -$869K -46.1K -100% $18.85* 0 Jul 25, 2024 Class D Common Stock 46.1K $0.00 See Footnote F1, F2, F3
* 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.
F3 The Common Units held of record by the Mariner Family Equity Trust, of which the Reporting Person is trustee. By virtue of his relationship, the Reporting Person may be deemed to hold voting and dispositive power with respect to the Common Units held by the Mariner Family Equity Trust.