New insider Hohenstein Ken claimed ownership of 1,799,722 shares (SEC Form 3)
$OS
Computer Software: Prepackaged Software
Technology
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
OneStream, Inc. [ OS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 1,009,443(1)(2) | D | |
| Class A Common Stock | 790,279(3) | I | Hohenstein Purple Elephant 2019 Irrevocable Grantor Trust(4) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (5) | 03/05/2033 | Class A Common Stock | 298,508 | $10.65 | D | |
| Stock Option (right to buy) | (6) | 03/10/2034 | Class A Common Stock | 460,322 | $14.51 | D | |
| Stock Option (right to buy) | (7) | 07/22/2034 | Class A Common Stock | 159,806 | $20 | D | |
| Stock Option (right to buy) | (8) | 12/04/2031 | Class A Common Stock | 189,210 | $10.65 | D | |
| Common Units | (9) | (9) | Class D Common Stock(10) | 464,002 | $0 | I | CaitRyan LLC(4) |
| Explanation of Responses: |
| 1. The shares reported include unvested restricted stock units. |
| 2. A portion of the shares reported were acquired upon the conversion, at the holder's election, of Class D Common Stock held by the holder on a 1:1 basis. |
| 3. The shares reported were acquired upon the conversion, at the holder's election, of Class D Common Stock held by the holder on a 1:1 basis. |
| 4. The Reporting Person may be deemed to have voting and dispositive power over the shares held by CaitRyan LLC and the Hohenstein Purple Elephant 2019 Irrevocable Grantor Trust. |
| 5. One-fourth of the shares subject to the option vested on February 15, 2024, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |
| 6. One-fourth of the shares subject to the option vested on February 15, 2025, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |
| 7. One-sixteenth of the shares subject to the option vested on October 23, 2024, and one-sixteenth of the shares subject to the option shall vest every three months thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |
| 8. One-fourth of the shares subject to the option vested on February 15, 2023, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date. |
| 9. The Common Units may be redeemed by the holder for shares of Class D Common Stock on a 1:1 basis, and an equal number of the holder's shares of Class C Common Stock (which have no economic rights) will be cancelled in connection with the redemption. The Common Units have no expiration date. |
| 10. The Class D Common Stock is 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 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. |
| /s/ Holly Koczot, as Attorney-in-Fact | 05/06/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||