Burkland Michael 4
4 · OneStream, Inc. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
OneStream (OS) Director Michael Burkland Sells Shares in Merger
What Happened
Michael Burkland, a OneStream director, had multiple holdings (stock, RSUs, units and options) cancelled and converted to cash as part of the merger closing on April 1, 2026. The Form 4 reports dispositions of 7,130 shares and three derivative-based dispositions totaling 705,314 units/awards (50,000; 169,257; 486,057) — 712,444 total securities. Under the merger terms, RSUs and common units were cashed out at a Per Share Price of $24.00, implying approximately $17.1 million in cash for those items; option treatment was cash based on the excess of the $24 price over the option exercise price, so proceeds for options may differ.
Key Details
- Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (timely).
- Reported dispositions: 7,130 shares (direct) and 50,000 / 169,257 / 486,057 derivative items (total 712,444 securities).
- Cash conversion: RSUs and common units converted at $24.00 per share (footnotes F2, F4); options were vested and converted to cash equal to the excess of $24.00 over the exercise price per share (F3).
- Footnotes: Merger Agreement and dual-step mergers described (F1); RSU acceleration and cash-out (F2); option vest/ cash settlement (F3); common unit cash-out (F4); 7,130 shares held of record by the Burkland Family Trust where he is trustee (F5).
- Shares owned after transaction: the affected RSUs, units and the reported options were cancelled/converted—remaining holdings are not detailed in this Form 4.
Context
These were not open-market sales but merger-related cash settlements: outstanding director RSUs and certain units were accelerated and paid out at the merger price, and options were cashed out per the agreement. Such filings reflect corporate transaction logistics rather than a director trading on the open market, and do not by themselves indicate the director’s market view.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-04-01−7,130→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F1][F3]2026-04-01−50,000→ 0 totalExercise: $10.65Exp: 2032-02-21→ Class A Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F3]2026-04-01−169,257→ 0 totalExercise: $20.00Exp: 2034-07-22→ Class A Common Stock (169,257 underlying) - Disposition to Issuer
Common Units
[F4][F1][F5]2026-04-01−486,057→ 0 total(indirect: See footnote)→ Class D Common Stock (486,057 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]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.
- [F4]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.
- [F5]Held of record by the Burkland Family Trust dated 1/28/1997 (the "Burkland Trust"), of which the Reporting Person is 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 the Burkland Trust.