Blackie James - May 31, 2023 Form 4 Insider Report for ON24 INC. (ONTF)

Role
Chief Revenue Officer
Signature
/s/ Blackie James by Charles Rogerson, as Attorney-in-Fact
Stock symbol
ONTF
Transactions as of
May 31, 2023
Transactions value $
$0
Form type
4
Date filed
5/31/2023, 06:54 PM
Previous filing
Apr 25, 2023
Next filing
Jun 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ONTF Common Stock 77.2K May 31, 2023 Direct F1, F2
holding ONTF Common Stock 95.8K May 31, 2023 Direct F3, F4
holding ONTF Common Stock 176K May 31, 2023 Direct F5, F6

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 ONTF Stock Options (Right to buy) 18.3K May 31, 2023 Common Stock 18.3K $13.33 Direct F7, F8
holding ONTF Stock Options (Right to buy) 123K May 31, 2023 Common Stock 123K $13.33 Direct F7, F8
holding ONTF Stock Options (Right to buy) 89.3K May 31, 2023 Common Stock 89.3K $2.00 Direct F9, F10
holding ONTF Stock Options (Right to buy) 223K May 31, 2023 Common Stock 223K $1.79 Direct F11, F12
holding ONTF Stock Options (Right to buy) 22.9K May 31, 2023 Common Stock 22.9K $1.23 Direct F10, F13
holding ONTF Stock Options (Right to buy) 108K May 31, 2023 Common Stock 108K $0.99 Direct F12, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person is voluntarily restating his holdings in light of the $1.09 special dividend declared on May 8, 2023, payable on or about June 15, 2023, to stockholders of record as of the close of business on May 22, 2023. Pursuant to antidilution provisions, the previously awarded restricted stock units ("RSUs") with 66,667 shares outstanding were automatically adjusted to represent RSUs to acquire 77,244 shares, as reflected herein. There were no other changes to the RSUs.
F2 The RSUs will vest semi-annually in three equal installments with the first 1/3 vesting on February 20. 2023, in each case subject to the Reporting Person's continued service through the applicable vesting date.
F3 Pursuant to antidilution provisions, the previously awarded RSUs with 82,700 shares outstanding were automatically adjusted to represent RSUs to acquire 95,821 shares, as reflected herein. There were no other changes to the RSUs.
F4 The RSUs will vest in 16 equal installments over a four-year period, with the first installment vesting on February 20, 2022, in each case subject to the Reporting Person's continued service through the applicable vesting date.
F5 Pursuant to antidilution provisions, the previously awarded RSUs with 152,000 shares outstanding were automatically adjusted to represent RSUs to acquire 176,116 shares, as reflected herein. There were no other changes to the RSUs.
F6 The RSUs will vest 1/12 quarterly over 3 years beginning on June 1, 2023.
F7 Pursuant to antidilution provisions, the exercise price of $14.42 per share of the previously awarded options were automatically adjusted to $13.33 per share, as reflected herein. There were no other changes to the options.
F8 The options vested with respect to 1/48th of such shares on February 1, 2021, with 1/48th of such shares vesting thereafter at the end of each full month of continuous service until fully vested.
F9 Pursuant to antidilution provisions, the previously awarded options to acquire 77,084 shares for an exercise price of $2.32 per share were automatically adjusted to represent options to acquire 89,271 shares for an exercise price of $2.00 per share, as reflected herein. There were no other changes to the options.
F10 The options vested with respect to 1/48th of such shares on February 1, 2020, with 1/48th of such shares vesting thereafter at the end of each full month of continuous service until fully vested.
F11 Pursuant to antidilution provisions, the previously awarded options to acquire 192,304 shares for an exercise price of $2.08 per share were automatically adjusted to represent options to acquire 222,588 shares for an exercise price of $1.79 per share, as reflected herein. There were no other changes to the options.
F12 The options are fully vested and exercisable.
F13 Pursuant to antidilution provisions, the exercise price of $2.32 per share of the previously awarded options were automatically adjusted to $1.23 per share, as reflected herein. There were no other changes to the options.
F14 Pursuant to antidilution provisions, the exercise price of $2.08 of the previously awarded options were automatically adjusted to $0.99 per share, as reflected herein. There were no other changes to the options.