Sharat Sharan - 01 Dec 2021 Form 4 Insider Report for ON24 INC. (ONTF)

Role: President and Chief Executive, Director
Signature: /s/ Sharat Sharan, William Weesner, Attorney-in-Fact
Issuer symbol: ONTF
Transactions as of: 01 Dec 2021
Net transactions value: -$715,176
Form type: 4
Filing time: 03 Dec 2021, 15:46:57 UTC
Previous filing: 16 Nov 2021
Next filing: 04 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ONTF	Common Stock	Options Exercise	$0	+46,875	+2.3%	$0.000000	2,041,622	01 Dec 2021	Direct
transaction	ONTF	Common Stock	Tax liability	$361,912	-22,848	-1.1%	$15.84	2,018,774	01 Dec 2021	Direct	F1, F2
transaction	ONTF	Common Stock	Options Exercise	$0	+46,875	+2.3%	$0.000000	2,065,649	02 Dec 2021	Direct
transaction	ONTF	Common Stock	Tax liability	$353,263	-23,241	-1.1%	$15.20	2,042,408	02 Dec 2021	Direct	F3
holding	ONTF	Common Stock						92,500	01 Dec 2021	Held by daughter

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
transaction	ONTF	Restricted Stock Units	Options Exercise	$0	-46,875	-50%	$0.000000	46,875	01 Dec 2021	Common Stock	46,875		Direct	F4, F5
transaction	ONTF	Restricted Stock Units	Options Exercise	$0	-46,875	-100%	$0.000000^*	0	02 Dec 2021	Common Stock	46,875		Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	This transaction is not a sale of shares by the Reporting Person. Instead, the shares were withheld by the Issuer, to satisfy withholding taxes in connection with the settlement on December 1, 2021 of restricted stock units held by the Reporting Person.
F2	The previous Form 4 dated November 3, 2021 reflected 23,634 shares disposed. That share withholding was inadvertently overreported by 393 shares. Therefore, 393 shares are being deducted from this withholding. Original withholding amount is 23,241 shares; adjusted withholding amount is 22,848 shares.
F3	This transaction is not a sale of shares by the Reporting Person. Instead, the shares were withheld by the Issuer, to satisfy withholding taxes in connection with the settlement on December 2, 2021 of restricted stock units held by the Reporting Person.
F4	Each restricted stock unit represents the contingent right to receive one share of the issuer's common stock.
F5	Each restricted stock unit vested upon satisfaction of a service condition and a liquidity condition and settles for one share of the issuer's common stock.