SC 13G/A 1 ON24_Final.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) December 30, 2022 ------------------------------------------------------------------------------- (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) [X] 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). Page 1 of 15 ----------------------- CUSIP No. 68339B104 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person THE GOLDMAN SACHS GROUP, INC. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 67,873 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 67,929 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 67,929 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO ------------------------------------------------------------------------------ Page 2 of 15 ----------------------- CUSIP No. 68339B104 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN SACHS & CO. LLC ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization New York ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 67,873 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 67,929 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 67,929 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-OO-IA ------------------------------------------------------------------------------ Page 3 of 15 ----------------------- CUSIP No. 68339B104 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSSG HOLDINGS LLC ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 0 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 0 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.0 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 4 of 15 ----------------------- CUSIP No. 68339B104 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person SPECIAL SITUATIONS INVESTING GROUP II, LLC ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 0 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 0 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.0 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 5 of 15 Item 1(a). Name of Issuer: ON24 INC. Item 1(b). Address of Issuer's Principal Executive Offices: 50 Beale Street, 8th Floor, San Francisco, CA 94105 Item 2(a). Name of Persons Filing: THE GOLDMAN SACHS GROUP, INC. GOLDMAN SACHS & CO. LLC GSSG HOLDINGS LLC SPECIAL SITUATIONS INVESTING GROUP II, LLC Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business office of each of the Reporting Persons is: 200 West Street New York, NY 10282 Item 2(c). Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware GOLDMAN SACHS & CO. LLC - New York GSSG HOLDINGS LLC - Delaware SPECIAL SITUATIONS INVESTING GROUP II, LLC - Delaware Item 2(d). Title of Class of Securities: Common Stock, par value $0.0001 per share Item 2(e). CUSIP Number: 68339B104 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 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). (b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c).[_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d).[_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e).[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f).[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h).[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (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); (j).[_] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Page 6 of 15 Item 4. Ownership.* (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s)to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are: NONE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit (99.2) Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable -------------------------- *In accordance with the Securities and Exchange Commission Release No.34 -39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units. Page 7 of 15 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. Date: February 02, 2023, THE GOLDMAN SACHS GROUP, INC. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact GSSG HOLDINGS LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact SPECIAL SITUATIONS INVESTING GROUP II, LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact Page 8 of 15 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99.1 Joint Filing Agreement 99.2 Item 7 Information 99.3 Power of Attorney, relating to THE GOLDMAN SACHS GROUP, INC. 99.4 Power of Attorney, relating to GOLDMAN SACHS & CO. LLC 99.5 Power of Attorney, relating to GSSG HOLDINGS LLC 99.6 Power of Attorney, relating to SPECIAL SITUATIONS INVESTING GROUP II, LLC Page 9 of 15 EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of ON24 INC. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: February 02, 2023, THE GOLDMAN SACHS GROUP, INC. By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact GSSG HOLDINGS LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact SPECIAL SITUATIONS INVESTING GROUP II, LLC By:/s/ Constance Birch ---------------------------------------- Name: Constance Birch Title: Attorney-in-fact Page 10 of 15 EXHIBIT (99.2) ITEM 7 INFORMATION Page 11 of 15 EXHIBIT (99.3) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until December 8, 2023 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to December 8, 2023, this Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and Terrance Grey on December 1, 2021. IN WITNESS WHERE OF, the under signed has duly subscribed these presents as of December 8, 2022. GOLDMAN SACHS & C0. LLC By: /s/ David Thomas ____________________________ Name: David Thomas Title: Authorized Signatory Page 12 of 15 EXHIBIT (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the "Company") does hereby make, constitute and appoint each Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until December 8, 2023 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to December 8, 2023, this Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Stephanie Snyder, Terry Mosher, Rachel Fraizer, Jamie Minieri, and Terrance Grey on December 1, 2021. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 8, 2022. GOLDMAN SACHS & C0. LLC By: /s/ David Thomas ____________________________ Name: David Thomas Title: Authorized Signatory Page 13 of 15 EXHIBIT (99.5) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS GSSG HOLDINGS LLC (the "Company") does hereby make, constitute and appoint each of Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and p urposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 12, 2022. GSSG HOLDINGS LLC By: /s/ Milton Millman ____________________________ Name: Milton Millman Title: Authorized Signatory Page 14 of 15 EXHIBIT (99.6) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS SPECIAL SITUATIONS INVESTING GROUP II, LLC (the "Company") does hereby make, constitute and appoint each Melissa Stanford, Stephanie Snyder, Constance Birch, Kateryna Osmachko, Rachel Fraizer, Jamie Minieri, Tony Kelly, Imad Ismail, Terrance Grey, and Kshama Mishra, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to actin the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorneyin- fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until (i) one (1) year from the date hereof, (ii) it is revoked in writing by the undersigned or (iii) such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 12, 2022. SPECIAL SITUATIONS INVESTING GROUP II, LLC By: /s/ Milton Millman ____________________________ Name: Milton Millman Title: Authorized Signatory Page 15 of 15

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