4//SEC Filing
MARINER JONATHAN D 4
Accession 0001415889-24-027894
CIK 0001889956other
Filed
Nov 26, 7:00 PM ET
Accepted
Nov 27, 5:50 PM ET
Size
25.7 KB
Accession
0001415889-24-027894
Insider Transaction Report
Form 4
MARINER JONATHAN D
Director
Transactions
- Sale
Class A Common Stock
2024-11-27$31.00/sh−4,973$154,163→ 0 total - Conversion
Class D Common Stock
2024-11-25−4,973→ 0 total→ Class A Common Stock (4,973 underlying) - Conversion
Class D Common Stock
2024-11-25+787→ 787 total(indirect: See Footnote)→ Class A Common Stock (787 underlying) - Conversion
Common Units
2024-11-25−787→ 40,051 total(indirect: See Footnote)→ Class D Common Stock (787 underlying) - Conversion
Class D Common Stock
2024-11-25−787→ 0 total(indirect: See Footnote)→ Class A Common Stock (787 underlying) - Conversion
Class A Common Stock
2024-11-25+4,973→ 4,973 total - Conversion
Common Units
2024-11-25−4,973→ 253,360 total→ Class D Common Stock (4,973 underlying) - Sale
Class A Common Stock
2024-11-27$31.00/sh−787$24,397→ 0 total(indirect: See Footnote) - Conversion
Class D Common Stock
2024-11-25+4,973→ 4,973 total→ Class A Common Stock (4,973 underlying) - Conversion
Class A Common Stock
2024-11-25+787→ 787 total(indirect: See Footnote)
Footnotes (8)
- [F1]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.
- [F2]Held by the Jonathan D. Mariner Revocable Trust (the "Mariner Revocable Trust"), of which the Reporting Person is a trustee. By virtue of his relationship, the Reporting Person may be deemed to hold voting and dispositive power with respect to the securities held by the Mariner Revocable Trust
- [F3]As previously disclosed in the Issuer's prospectus dated November 14, 2024, filed with the Securities and Exchange Commission on November 15, 2024, on November 18, 2024, the Issuer completed an underwritten public offering of Class A Common Stock (the "November 2024 Follow-On Offering"). In connection with the underwriters' exercise of their option to purchase additional shares of Class A Common Stock in the November 2024 Follow-On Offering, the holder sold an additional 4,973 shares of Class A Common Stock at a public offering price of $31 per share, or a net per share price of $29.9925 after deducting $1.0075 per share of underwriting discounts and commissions.
- [F4]As previously disclosed in the Issuer's prospectus dated November 14, 2024, filed with the Securities and Exchange Commission on November 15, 2024, on November 18, 2024, the Issuer completed an underwritten public offering of Class A Common Stock (the "November 2024 Follow-On Offering"). In connection with the underwriters' exercise of their option to purchase additional shares of Class A Common Stock in the November 2024 Follow-On Offering, the holder sold an additional 787 shares of Class A Common Stock at a public offering price of $31 per share, or a net per share price of $29.9925 after deducting $1.0075 per share of underwriting discounts and commissions.
- [F5]On November 25, 2024, the holder redeemed 4,973 Common Units of OneStream Software LLC, and 4,973 shares of the holder's Class C Common Stock were cancelled, in exchange for 4,973 shares of Class D Common Stock.
- [F6]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.
- [F7]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.
- [F8]On November 25, 2024, the holder redeemed 787 Common Units, and 787 shares of the holder's Class C Common Stock were cancelled, in exchange for 787 shares of Class D Common Stock.
Documents
Issuer
OneStream, Inc.
CIK 0001889956
Entity typeother
Related Parties
1- filerCIK 0001063663
Filing Metadata
- Form type
- 4
- Filed
- Nov 26, 7:00 PM ET
- Accepted
- Nov 27, 5:50 PM ET
- Size
- 25.7 KB