Sharat Sharan - 09 Jun 2023 Form 4 Insider Report for ON24 INC. (ONTF)

Role: President and Chief Executive, Director
Signature: /s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact
Issuer symbol: ONTF
Transactions as of: 09 Jun 2023
Net transactions value: $0
Form type: 4
Filing time: 09 Jun 2023, 17:38:31 UTC
Previous filing: 12 May 2023
Next filing: 16 Jun 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ONTF	Common Stock						362,607	09 Jun 2023	Direct	F1, F2

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)						20,802	09 Jun 2023	Common Stock	20,802	$13.33	Direct	F3, F4
holding	ONTF	Stock Options (Right to buy)						439,198	09 Jun 2023	Common Stock	439,198	$13.33	Direct	F3, F4
holding	ONTF	Stock Options (Right to buy)						99,836	09 Jun 2023	Common Stock	99,836	$2.00	Direct	F5, F6
holding	ONTF	Stock Options (Right to buy)						78,863	09 Jun 2023	Common Stock	78,863	$1.70	Direct	F7, F8
holding	ONTF	Stock Options (Right to buy)						1,484	09 Jun 2023	Common Stock	1,484	$1.68	Direct	F8, F9
holding	ONTF	Stock Options (Right to buy)						154,400	09 Jun 2023	Common Stock	154,400	$1.68	Direct	F8, F10
holding	ONTF	Stock Options (Right to buy)						427,950	09 Jun 2023	Common Stock	427,950	$1.35	Direct	F8, F11
holding	ONTF	Stock Options (Right to buy)						313,794	09 Jun 2023	Common Stock	313,794	$1.23	Direct	F6, F12
holding	ONTF	Stock Options (Right to buy)						409,201	09 Jun 2023	Common Stock	409,201	$0.8900	Direct	F8, F13
holding	ONTF	Stock Options (Right to buy)						108,718	09 Jun 2023	Common Stock	108,718	$0.8600	Direct	F8, F14
holding	ONTF	Stock Options (Right to buy)						66,666	09 Jun 2023	Common Stock	66,666	$0.8600	Direct	F8, F14
holding	ONTF	Stock Options (Right to buy)						497,642	09 Jun 2023	Common Stock	497,642	$0.8600	Direct	F8, F15

* 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 312,954 outstanding were automatically adjusted to represent RSUs to acquire 362,607 shares, as reflected herein. There were no other changes to the RSUs.
F2	The RSUs will vest quarterly in 12 equal installments over a three-year period, with the first installment vesting on March 31, 2023, in each case subject to the Reporting Person's continued service through the applicable vesting date.
F3	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.
F4	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.
F5	Pursuant to antidilution provisions, the previously awarded options to acquire 86,206 shares for an exercise price of $2.32 per share were automatically adjusted to represent options to acquire 99,836 shares for an exercise price of $2.00 per share, as reflected herein. There were no other changes to the options.
F6	The options vested with respect to 1/24th of such shares on January 1, 2021, with 1/24th of such shares vesting thereafter at the end of each full month of continuous service until fully vested.
F7	Pursuant to antidilution provisions, the previously awarded options to acquire 68,181 shares for an exercise price of $1.98 per share were automatically adjusted to represent options to acquire 78,863 shares for an exercise price of $1.70 per share, as reflected herein. There were no other changes to the options.
F8	The options are fully vested and exercisable.
F9	Pursuant to antidilution provisions, the previously awarded options to acquire 1,282 shares for an exercise price of $1.95 per share were automatically adjusted to represent options to acquire 1,484 shares for an exercise price of $1.68 per share, as reflected herein. There were no other changes to the options.
F10	Pursuant to antidilution provisions, the previously awarded options to acquire 133,334 shares for an exercise price of $1.95 per share were automatically adjusted to represent options to acquire 154,400 shares for an exercise price of $1.68 per share, as reflected herein. There were no other changes to the options.
F11	Pursuant to antidilution provisions, the exercise price of $2.44 per share of the previously awarded options were automatically adjusted to $1.35 per share, as reflected herein. There were no other changes to the options.
F12	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.
F13	Pursuant to antidilution provisions, the exercise price of $1.98 per share of the previously awarded options were automatically adjusted to $0.89 per share, as reflected herein. There were no other changes to the options.
F14	Pursuant to antidilution provisions, the exercise price of $1.95 per share of the previously awarded options were automatically adjusted to $0.86 per share, as reflected herein. There were no other changes to the options.
F15	Pursuant to antidilution provisions, the exercise price of $1.95 per share of the previously awarded options were automatically adjusted to $0.86 per share, as reflected herein. There were no other changes to the options.