Indaba Capital Management, L.P. - Nov 8, 2023 Form 3 Insider Report for ON24 INC. (ONTF)

Role: 10%+ Owner
Signature: Indaba Capital Management, L.P.; By: IC GP, LLC; By: /s/ Derek C. Schrier, Managing Member
Stock symbol: ONTF
Transactions as of: Nov 8, 2023
Transactions value $: $0
Form type: 3
Date filed: 1/18/2024, 04:35 PM
Previous filing: Nov 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ONTF	Common Stock						4.24M	Nov 8, 2023	See Footnotes	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 3 is filed jointly by Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP"), and Derek C. Schrier (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock (the "Shares") reported herein except to the extent of his or its pecuniary interest therein.
F2	The securities of ON24, Inc. (the "Issuer") reported herein are held directly by Indaba Capital Fund, L.P. (the "Fund"). Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the Shares directly held by the Fund to the Investment Manager. As a result, each of the Investment Manager, IC GP, as the general partner of Investment Manager, and Mr. Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such Shares. The Fund specifically disclaims beneficial ownership of such Shares by virtue of its inability to vote or dispose of such Shares as a result of such delegation to the Investment Manager.

Content

This Form 3 is filed jointly by Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP"), and Derek C. Schrier (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock (the "Shares") reported herein except to the extent of his or its pecuniary interest therein.

The securities of ON24, Inc. (the "Issuer") reported herein are held directly by Indaba Capital Fund, L.P. (the "Fund"). Pursuant to an Investment Management Agreement, the Fund and its general partner have delegated all voting and investment power over the Shares directly held by the Fund to the Investment Manager. As a result, each of the Investment Manager, IC GP, as the general partner of Investment Manager, and Mr. Schrier, as Managing Member of IC GP, may be deemed to exercise voting and investment power over such Shares. The Fund specifically disclaims beneficial ownership of such Shares by virtue of its inability to vote or dispose of such Shares as a result of such delegation to the Investment Manager.

Remarks:

This Form 3 is being filed solely due to a decrease in the number of Shares outstanding and not as a result of any acquisition of Shares by the Reporting Persons.