Form 4 ON24 INC. For: Feb 05 Filed by: FEDERMAN IRWIN

February 5, 2021 7:25 PM EST

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

FEDERMAN IRWIN

(Last)

(First)

(Middle)

C/O ON24, INC.

50 BEALE STREET, 8TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ON24 INC. [ ONTF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2021		C		153,508	A	⁽¹⁾	153,508	I	Held by 2180 Associates Fund VII, L.P. ⁽²⁾
Common Stock	02/05/2021		C		7,368,405	A	⁽¹⁾	7,368,405	I	Held by U.S. Venture Partners VII, L.P. ⁽²⁾
Common Stock	02/05/2021		C		76,755	A	⁽¹⁾	76,755	I	Held by USVP Entrepreneur Partners VII-A, L.P. ⁽²⁾
Common Stock	02/05/2021		C		76,755	A	⁽¹⁾	76,755	I	Held by USVP Entrepreneur Partners VII-B, L.P. ⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A-1 Preferred Stock	⁽¹⁾	02/05/2021		C			46,701	⁽¹⁾	⁽¹⁾	Common Stock	46,701	$ 0	0	I	Held by 2180 Associates Fund VII, L.P.
Class A-1 Preferred Stock	⁽¹⁾	02/05/2021		C			2,241,670	⁽¹⁾	⁽¹⁾	Common Stock	2,241,670	$ 0	0	I	Held by U.S. Venture Partners VII, L.P.
Class A-1 Preferred Stock	⁽¹⁾	02/05/2021		C			23,351	⁽¹⁾	⁽¹⁾	Common Stock	23,351	$ 0	0	I	Held by USVP Entrepreneur Partners VII-A, L.P.
Class A-1 Preferred Stock	⁽¹⁾	02/05/2021		C			23,351	⁽¹⁾	⁽¹⁾	Common Stock	23,351	$ 0	0	I	Held byUSVP Entrepreneur Partners VII-B, L.P.
Class A-2 Preferred Stock	⁽¹⁾	02/05/2021		C			106,807	⁽¹⁾	⁽¹⁾	Common Stock	106,807	$ 0	0	I	Held by 2180 Associates Fund VII, L.P.
Class A-2 Preferred Stock	⁽¹⁾	02/05/2021		C			5,126,735	⁽¹⁾	⁽¹⁾	Common Stock	5,126,735	$ 0	0	I	Held by U.S. Venture Partners VII, L.P.
Class A-2 Preferred Stock	⁽¹⁾	02/05/2021		C			53,404	⁽¹⁾	⁽¹⁾	Common Stock	53,404	$ 0	0	I	USVP Entrepreneur Partners VII-A, L.P.
Class A-2 Preferred Stock	⁽¹⁾	02/05/2021		C			53,404	⁽¹⁾	⁽¹⁾	Common Stock	53,404	$ 0	0	I	Held by USVP Entrepreneur Partners VII-B, L.P.

Explanation of Responses:

1. All of the shares of convertible preferred stock automatically converted into shares of the Issuer's common stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering. The convertible preferred stock had no expiration date.

2. Presidio Management Group VII, L.L.C. ("PMG VII"), the general partner of each of U.S. Venture Partners VII, L.P. ("USVP VII"), 2180 Associates Fund VII, L.P. ("Associates VII"), USVP Entrepreneur Partners VII-A, L.P. ("USVP VII-A") and USVP Entrepreneur Partners VII-B, L.P. ("USVP VII-B" and, together with USVP VII, Associates VII and USVP VII-A, the "USVP VII Funds"), has sole voting and dispositive power with respect to the shares held by the USVP VII Funds. The reporting person is a managing member of PMG VII with additional rights with respect to the shares held by the USVP VII Funds, and may be deemed to have sole voting and dispositive power with respect to such shares. Each of the foregoing persons disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein.

	/s/ Irwin Federman, William Weesner, Attorney-in-Fact	02/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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