President Colby Craig exercised 280,000 shares at a strike of $10.65, sold $8,318,380 worth of shares (280,000 units at $29.71) and converted options into 167,821 shares (SEC Form 4)
$OS
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OneStream, Inc. [ OS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 12/13/2024 | M | 280,000 | A | $10.65 | 280,000 | D | |||
| Class A Common Stock | 12/13/2024 | S(1) | 208,194 | D | $29.47(2) | 71,806 | D | |||
| Class A Common Stock | 12/13/2024 | S(1) | 71,806 | D | $30.4(3) | 0 | D | |||
| Class A Common Stock | 12/13/2024 | C(4) | 167,821 | A | (4) | 167,821 | I | See Footnote(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $10.65 | 12/13/2024 | M | 140,000 | (6) | 12/04/2031 | Class A Common Stock | 140,000 | $0 | 169,917 | D | ||||
| Stock Option (right to buy) | $10.65 | 12/13/2024 | M | 140,000 | (7) | 03/05/2033 | Class A Common Stock | 140,000 | $0 | 368,753 | D | ||||
| Common Units | (8) | 12/13/2024 | C(8) | 167,821 | (9) | (9) | Class D Common Stock | 167,821 | $0 | 7,304 | I | See Footnote(5) | |||
| Class D Common Stock | (8) | 12/13/2024 | C(8) | 167,821 | (10) | (10) | Class A Common Stock | 167,821 | $0 | 167,821 | I | See Footnote(5) | |||
| Class D Common Stock | (4) | 12/13/2024 | C(4) | 167,821 | (10) | (10) | Class A Common Stock | 167,821 | $0 | 0 | I | See Footnote(5) | |||
| Class D Common Stock | (10) | (10) | (10) | Class A Common Stock | 6,894,697 | 6,894,697 | D | ||||||||
| Class D Common Stock | (10) | (10) | (10) | Class A Common Stock | 3,353,799 | 3,353,799 | I | See Footnote(11) | |||||||
| Class D Common Stock | (10) | (10) | (10) | Class A Common Stock | 1,675,503 | 1,675,503 | I | See Footnote(12) | |||||||
| Explanation of Responses: |
| 1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 13, 2024. |
| 2. Represents the weighted average share price of an aggregate total of 208,194 shares sold in the price range of $29.06 to $30.04 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 3. Represents the weighted average share price of an aggregate total of 71,806 shares sold in the price range of $30.07 to $30.77 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 4. The Class A Common Stock was acquired upon the conversion, at the holder's election, of Class D Common Stock held by the holder on a 1:1 basis. |
| 5. The shares are held of record by CCICU Corp. CCICU Corp. is a subchapter S corporation of which the Reporting Person is the sole owner and maintains control. |
| 6. 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. |
| 7. 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. |
| 8. On December 13, 2024, the holder redeemed 167,821 Common Units of OneStream Software LLC, and 167,821 shares of the holder's Class C Common Stock were cancelled, in exchange for 167,821 shares of Class D Common Stock. |
| 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. |
| 11. The shares are held of record by the 2023 Trust for Kelly and Katharine Colby and Their Descendants dated April 27, 2023, of which the Reporting Person serves as the investment trustee. |
| 12. The shares are held of record by the Trust for Jake A. Colby and Descendants dated December 28, 2019, of which the Reporting Person serves as the investment trustee. |
| Remarks: |
| Since the date of the Reporting Person's last Form 4, the Reporting Person resigned as trustee of the 2023 Trust for Kristen M. Colby dated April 27, 2023. Accordingly, the Reporting Person no longer has investment control over, and therefore is not deemed to beneficially own, any of the shares held by the 2023 Trust for Kristen M. Colby dated April 27, 2023. |
| /s/ Holly Koczot, attorney-in-fact | 12/17/2024 | |
| ** 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 4 (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. | ||