Amendment: SEC Form SCHEDULE 13G/A filed by OneStream Inc.
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Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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ONESTREAM, INC. (Name of Issuer) |
Class A common stock, $0.0001 par value per share (Title of Class of Securities) |
68278B107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 68278B107 |
| 1 | Names of Reporting Persons
William A. Koefoed | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,051,384.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ONESTREAM, INC. | |
| (b) | Address of issuer's principal executive offices:
191 N. Chester Street, Birmingham, MI, 48009. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by William A. Koefoed, also referred to herein as the "Reporting Person." | |
| (b) | Address or principal business office or, if none, residence:
c/o OneStream, Inc.
191 N. Chester Street
Birmingham, Michigan 48009
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| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Class A common stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
68278B107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page hereto. | |
| (b) | Percent of class:
See response to Item 11 on the cover page hereto.
Based on the quotient obtained by dividing (a) the aggregate amount beneficially owned by Mr. Koefoed as set forth in Item 9 on the cover page hereto by (b) the sum of (i) 51,456,091 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), outstanding as of December 31, 2024; (ii) 1,446,049 shares of Class D common stock, par value $0.0001 per share ("Class D Common Stock"), issuable upon redemption or exchange of the Common Units of OneStream Software LLC ("Common Units"); and (iii) 605,335 shares of Class A Common Stock subject to options that are vested and exercisable within 60 days of December 31, 2024. The aggregate number of shares of Class D Common Stock beneficially owned by Mr. Koefoed, which are issuable upon redemption or exchange of Common Units as set forth in clause (ii) of this note, are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of Mr. Koefoed. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page hereto.
Such response represents (i) 1,270,924 shares of Class D Common Stock, held by Blazing Elk Management I, Inc., of which Mr. Koefoed is a partial owner and maintains control, issuable upon redemption or exchange of Common Units, together with the cancellation of an equal number of shares of Class C common stock, par value $0.0001 per share ("Class C Common Stock"); (ii) 175,125 shares of Class D Common Stock held by Blazing Elk Management II, Inc., of which Mr. Koefoed is a partial owner and maintains control, issuable upon redemption or exchange of Common Units, together with the cancellation of an equal number of shares of Class C Common Stock; and (iii) 605,335 shares of Class A Common Stock subject to options that are vested and exercisable within 60 days of December 31, 2024.
Such response assumes conversion of Class D Common Stock beneficially owned by Mr. Koefoed, which shares are issuable upon redemption or exchange of Common Units, into Class A Common Stock. Each share of Class D Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class D Common Stock will convert automatically into one share of Class A Common Stock upon the earlier of (i) any transfer, whether or not for value, except for certain transfers exempted by the Issuer's amended and restated certificate of incorporation, (ii) death or incapacity (if the holder is a natural person), and (iii) the first trading day following the seventh anniversary of the Issuer's initial public offering.
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| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page hereto.
Such response represents (i) 1,270,924 shares of Class D Common Stock, held by Blazing Elk Management I, Inc., of which Mr. Koefoed is a partial owner and maintains control, issuable upon redemption or exchange of Common Units, together with the cancellation of an equal number of shares of Class C Common Stock; (ii) 175,125 shares of Class D Common Stock held by Blazing Elk Management II, Inc., of which Mr. Koefoed is a partial owner and maintains control, issuable upon redemption or exchange of Common Units, together with the cancellation of an equal number of shares of Class C Common Stock; and (iii) 605,335 shares of Class A Common Stock subject to options that are vested and exercisable within 60 days of December 31, 2024.
Such response assumes conversion of Class D Common Stock beneficially owned by Mr. Koefoed, which shares are issuable upon redemption or exchange of Common Units, into Class A Common Stock. Each share of Class D Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class D Common Stock will convert automatically into one share of Class A Common Stock upon the earlier of (i) any transfer, whether or not for value, except for certain transfers exempted by the Issuer's amended and restated certificate of incorporation, (ii) death or incapacity (if the holder is a natural person), and (iii) the first trading day following the seventh anniversary of the Issuer's initial public offering.
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| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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