MARINER JONATHAN D 4
4 · OneStream, Inc. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
OneStream (OS) Director Jonathan Mariner Sells Shares in Merger for Cash
What Happened Jonathan D. Mariner, a director of OneStream, reported dispositions on April 1, 2026 related to the company’s merger. The filing shows five dispositions totaling 439,043 shares (7,130 shares of stock + 431,913 in derivative instruments). Under the merger agreement, these holdings were cancelled/converted into cash at the Per Share Price of $24.00, implying gross consideration of approximately $10,537,032 before applicable withholding taxes.
Key Details
- Transaction date: April 1, 2026; filing date: April 2, 2026 (timely).
- Total shares/derivatives disposed: 439,043 shares (7,130 direct shares; 206,949 + 40,051 + 50,000 + 134,913 derivative units).
- Price / consideration: $24.00 per share (Per Share Price under the Merger Agreement); gross value ≈ $10.54M before tax withholdings.
- Nature of transaction: Disposition to the issuer (D) — merger-related cancellations/conversions, not open-market sales.
- Derivative types: The derivatives converted include restricted stock units (RSUs), common units, and a stock option (per filing footnotes).
- Holdings after transaction: Not specified in the provided filing details.
- Tax/withholding: Cash paid is subject to applicable withholding taxes per footnotes.
- Footnotes: F1–F5 explain the Merger structure and that RSUs accelerated and were converted to cash, common units/options were cancelled and converted to cash (or de minimis cash for certain Class C shares), and one holding is held by the Jonathan D. Mariner Revocable Trust.
Context These were merger-related conversions (issuer dispositions) rather than voluntary open-market sales. RSUs were accelerated and cancelled for cash at the merger price; vested options were cashed out for the excess of the merger price over exercise price. Such filings reflect corporate transaction mechanics rather than a typical insider buy/sell signal; they do not by themselves indicate the director’s view of the company’s future.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-04-01−7,130→ 0 total - Disposition to Issuer
Common Units
[F3][F1]2026-04-01−206,949→ 0 total→ Class D Common Stock (206,949 underlying) - Disposition to Issuer
Common Units
[F3][F1][F4]2026-04-01−40,051→ 0 total(indirect: See Footnote)→ Class D Common Stock (40,051 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F5]2026-04-01−50,000→ 0 totalExercise: $16.40Exp: 2034-06-20→ Class A Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F5]2026-04-01−134,913→ 0 totalExercise: $20.00Exp: 2034-07-22→ Class A Common Stock (134,913 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026, by and among OneStream, Inc. ("Issuer"), OneStream Software LLC, a subsidiary of Issuer ("Company LLC"), Onward AcquireCo Inc. ("Parent"), Onward Merger Sub 2, LLC ( "Merger Sub I") and Onward Merger Sub, Inc. ("Merger Sub II"), on April 1, 2026, Merger Sub 1 merged with and into Company LLC (the "First Merger"), with Company LLC surviving the First Merger and becoming a subsidiary of Parent, and Merger Sub II merged with and into Issuer (the "Second Merger" and together with the First Merger, the "Mergers"), with Issuer surviving the Second Merger and becoming a subsidiary of Parent.
- [F2]Represents an equal number of restricted stock units ("RSUs"). Pursuant to Issuer's outside director compensation policy, immediately before the effective time of the Mergers (the "Effective Time"), each RSU award held by a non-employee director that was outstanding and unvested as of immediately before the Effective Time (a "Director RSU Award") accelerated and became fully vested. At the Effective Time, each Director RSU Award was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) $24.00 (the "Per Share Price") multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such Director RSU Award, less applicable withholding taxes.
- [F3]At the Effective Time, each Common Unit was cancelled and converted into the right to receive an amount in cash, without interest, equal to the Per Share Price, less applicable withholding taxes. Each corresponding share of Class C Common Stock was cancelled and converted into the right to receive $0.0001 in cash, without interest, less applicable withholding taxes.
- [F4]Held by the Jonathan D. Mariner Revocable Trust, of which the Reporting Person is a trustee.
- [F5]Pursuant to Issuer's outside director compensation policy, immediately prior to the Effective Time, the shares subject to the option became fully vested and immediately exercisable. At the Effective Time, the option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of such option, less applicable withholding taxes.