SEC Form SC 13D/A filed by ON24 Inc. (Amendment)

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 

(Amendment No. 1)*

ON24, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68339B104

(CUSIP Number)

Lynrock Lake LP

Attn: Cynthia Paul

2 International Drive, Suite 130

Rye Brook, NY 10573

914-449-4660

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 11, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note: This Amendment No. 1 (the “Amendment”), which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2023 (the “Original Schedule 13D”) filed on behalf of Lynrock Lake LP (the “Investment Manager”), Lynrock Lake Partners LLC (the “General Partner”) and Cynthia Paul (“Ms. Paul” and, with the Investment Manager and the General Partner, collectively, the “Reporting Persons”), relates to the Common Stock, par value $0.0001 per share (“Common Stock”) of On24, Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by the Reporting Persons to report the appointment of Ms. Paul to the Issuer’s board of directors (the “Board”), as described in Item 4.

The Original Schedule 13D is hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

Effective March 11, 2023, the Board of the Issuer appointed Ms. Paul to the Board to serve as a Class II director, with a term expiring at the Issuer’s 2023 Annual Meeting of Stockholders and committed to nominate Ms. Paul for re-election at the 2023 Annual Meeting of Stockholders, to serve until the 2026 Annual Meeting of Stockholders. As a director of the Issuer, Ms. Paul may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

Ms. Paul will receive compensation, including the grant of equity awards, for her service as a member of the Board consistent with that received by the Company’s other non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy, as amended from time to time (the “NED Compensation Policy”).

Pursuant to the NED Compensation Policy, on the date of her appointment to the Board, Ms. Paul received an initial equity grant of a restricted stock unit award for 49,622 shares of Common Stock. This grant will vest over three years, with one-third of the grant vesting on each of the first, second and third anniversaries of the date of grant, subject to Ms. Paul’s continued service as a director as of each such vesting date.

Additionally, pursuant to the NED Compensation Policy, Ms. Paul will be entitled to additional annual equity grants as of the date of each annual meeting of the Issuer’s stockholders to the extent that she continues to serve as a director of the Issuer as of the date of such meeting.

Under the NED Compensation Policy, all unvested equity issued to Ms. Paul for service on the Board will accelerate immediately prior to a Change in Control (as defined in the Issuer’s 2021 Equity Incentive Plan), if Ms. Paul remains in continuous service to the Issuer until immediately prior to the Change in Control.

The description of the equity compensation arrangements related to Ms. Paul’s service as a director are qualified in their entirety by reference to the NED Compensation Policy, which is filed as Exhibit B to this Schedule 13D and incorporated herein by reference.

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.

Dated: March 13, 2023