UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._)*
OneStream, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
68278B107
(CUSIP Number)
December 2, 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)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 68278B107 | SCHEDULE 13G | Page 2 of 5 |
| 1. | Names of Reporting Persons
Matthew E. Baranowski | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
United States of America | |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
2,792,506 (1), (2) |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
2,792,506 (1), (2) | |
| 8. | Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,792,506 (1), (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |
| 11. | Percent of Class Represented by Amount in Row 9
5.8% (3) | |
| 12. | Type of Reporting Person (See Instructions)
IN | |
(1) Consists of (a) 1,396,253 shares of Class D common stock, par value $0.0001 per share (“Class D Common Stock”), held of record by Mr. Baranowski; and (b) 1,396,253 shares of Class D Common Stock held by Trust U/A/D December 24, 2019, of which Mr. Baranowski is investment trustee.
(2) Assumes conversion of Class D Common Stock beneficially owned by Mr. Baranowski into Class A common stock, par value $0.0001 per share (“Class A Common Stock”). Each share of Class D Common Stock is convertible at any time on or after February 1, 2025, 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.
(3) The beneficial ownership percentage set forth herein is calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and is, therefore, based on the quotient obtained by dividing (a) the aggregate amount beneficially owned by Mr. Baranowski as set forth in Row 9 by (b) the sum of (i) 45,515,084 shares of Class A Common Stock outstanding as of December 6, 2024, as reported to the Reporting Person by the issuer; and (ii) 2.792,506 shares of Class A Common Stock issuable upon conversion of the Class D Common Stock beneficially owned by Mr. Baranowski as set forth in Row 9. The aggregate number of shares of Class A Common Stock beneficially owned by Mr. Baranowski that are issuable upon conversion of the Class D Common Stock as set forth in clause (ii) of this footnote are treated as outstanding only for the purpose of computing the percentage ownership of Mr. Baranowski.
| CUSIP No. 68278B107 | SCHEDULE 13G | Page 3 of 5 |
Item 1(a). Name of Issuer:
OneStream, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
191 N. Chester Street
Birmingham, Michigan 48009
Item 2(a). Name of Person Filing:
This statement is filed by Matthew E. Baranowski.
Item 2(b). Address of Principal Business Office or, if None, Residence:
C/O Bodman PLC
201 W. Big Beaver Road, Suite 500
Troy, Michigan 48084
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Class A common stock, $0.0001 par value per share
Item 2(e). CUSIP Number:
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:
Not Applicable.
Item 4. Ownership.
| (a) | Amount beneficially owned: |
See response in Row 9 on the cover page hereto.
| (b) | Percent of class: |
See response in Row 11 on the cover page hereto.
| CUSIP No. 68278B107 | SCHEDULE 13G | Page 4 of 5 |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
See response in Row 5 on the cover page hereto.
| (ii) | Shared power to vote or to direct the vote: |
See response in Row 6 on the cover page hereto.
| (iii) | Sole power to dispose or to direct the disposition of: |
See response in Row 7 on the cover page hereto.
| (iv) | Shared power to dispose or to direct the disposition of: |
See response in Row 8 on the cover page hereto.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
1,396,253 shares of Class D Common Stock, which are convertible into Class A Common Stock, are held by Trust U/A/D December 24, 2019, of which the Reporting Person is investment trustee. The beneficiaries of such trust may have the right to receive dividends from, or the proceeds from the sale of, shares of Class A Common Stock held by such trust upon conversion of such Class D Common Stock.
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.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 68278B107 | SCHEDULE 13G | Page 5 of 5 |
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: December 9, 2024
| /s/ Matthew E. Baranowski | |
| Name: Matthew E. Baranowski |