Thomas Anthony Shea - Jul 24, 2024 Form 3 Insider Report for OneStream, Inc. (OS)

Role
Chief Executive Officer, Director
Signature
/s/ Holly Koczot, attorney-in-fact
Stock symbol
OS
Transactions as of
Jul 24, 2024
Transactions value $
$0
Form type
3
Date filed
7/24/2024, 08:32 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OS Stock Option (right to buy) Jul 24, 2024 Class A Common Stock 620K $10.65 Direct F1
holding OS Stock Option (right to buy) Jul 24, 2024 Class A Common Stock 654K $10.65 Direct F2
holding OS Stock Option (right to buy) Jul 24, 2024 Class A Common Stock 908K $14.51 Direct F3
holding OS Class D Common Stock Jul 24, 2024 Class A Common Stock 3.55M $0.00 Direct F4
holding OS Class D Common Stock Jul 24, 2024 Class A Common Stock 7.53M $0.00 See footnote F4, F5
holding OS Class D Common Stock Jul 24, 2024 Class A Common Stock 5.09M $0.00 See footnote F4, F6
holding OS Common Units Jul 24, 2024 Class D Common Stock 325K $0.00 See footnote F7, F8
holding OS Stock Option (right to buy) Jul 24, 2024 Class A Common Stock 149K $20.00 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 One-fourth of the shares subject to the option vested on February 15, 2023, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.
F2 One-fourth of the shares subject to the option vested on February 15, 2024, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.
F3 One-fourth of the shares subject to the option shall vest on February 15, 2025, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.
F4 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 our Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering.
F5 Shares held of record by the Shea Family Trust dated December 25, 2019, or the 2019 Shea Family Trust. The Reporting Person's spouse serves as the co-trustee for the 2019 Shea Family Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the 2019 Shea Family Trust.
F6 Shares held of record by the Thomas A. Shea 2020 Annuity Trust dated December 23, 2020, or the 2020 Shea Annuity Trust. The Reporting Person's spouse serves as the trustee for the 2020 Shea Annuity Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the 2020 Shea Annuity Trust.
F7 The Common Units may be redeemed by the Reporting Person at any time on or following the closing of the Issuer's initial public offering for shares of Class D Common Stock on a 1:1 basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date. The Class D Common Stock is in turn 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 on the first trading day following the seventh anniversary of the Issuer's initial public offering.
F8 Shares held of record by the TSICU Corp. TSICU Corp. is a subchapter S corporation controlled by the Reporting Person, who has sole voting and dispositive power over the shares held by it.
F9 One-sixteenth of the shares subject to the option shall vest October 23, 2024, and one-sixteenth of the shares subject to the option shall vest every three months thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.