Kinzer John 4
Research Summary
AI-generated summary
OneStream (OS) Director John Kinzer Sells Shares in Merger Cash-Out
What Happened
John Kinzer (Director; listed as Interim Chief Financial Officer) disposed of a total of 580,959 underlying company interests on April 1, 2026. The dispositions were not open‑market sales but conversions into cash under the merger agreement—each share/RSU/unit/option was converted at the per‑share price of $24.00, resulting in aggregate gross consideration of approximately $13,943,016. The Form 4 lists the transactions as "Disposition to the issuer (D)" and shows N/A for a trade price because the amounts were paid as merger consideration.
Key Details
- Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (timely filing).
- Instruments disposed (from the filing): 94,607; 7,130; 30,000; 270,997 (derivative); 50,000 (derivative); 128,225 (derivative) — total 580,959.
- Conversion price per share (per merger footnotes): $24.00; total cash value ≈ $13.94 million before tax withholding.
- Nature of dispositions: conversion/cancellation of Class A shares, restricted stock units (RSUs), vested options/common units into cash under the Merger Agreement.
- Holdings after the transaction: not specified in the Form 4. Some shares were held via the John E. Kinzer Trust (footnote).
- Filing shows code D (disposition to issuer); not a 10b5‑1 open‑market sale—this was a contractual cash-out tied to the merger.
Context
These were merger-related cash conversions (not market sales). RSUs and director RSU awards were cancelled and converted into cash based on the $24 per‑share merger consideration; vested options and units were similarly cashed out per the agreement. Because the payments resulted from the company’s acquisition/merger mechanics, they don’t reflect a routine insider decision to sell on the open market and are primarily the contractual result of the deal.