Kara Wilson - 25 Nov 2024 Form 4 Insider Report for OneStream, Inc. (OS)

Footnote F1

The Class A Common Stock was acquired upon the conversion, at the holder's election, of Class D Common Stock held by the holder on a 1:1 basis.

Footnote F2

As previously disclosed in the Issuer's prospectus dated November 14, 2024, filed with the Securities and Exchange Commission on November 15, 2024, on November 18, 2024, the Issuer completed an underwritten public offering of Class A Common Stock (the "November 2024 Follow-On Offering"). In connection with the underwriters' exercise of their option to purchase additional shares of Class A Common Stock in the November 2024 Follow-On Offering, the holder sold an additional 5,760 shares of Class A Common Stock at a public offering price of $31 per share, or a net per share price of $29.9925 after deducting $1.0075 per share of underwriting discounts and commissions.

Footnote F3

On November 25, 2024, the holder redeemed 5,760 Common Units of OneStream Software LLC, and 5,760 shares of the holder's Class C Common Stock were cancelled, in exchange for 5,760 shares of Class D Common Stock.

Footnote F4

The Common Units may be redeemed by the holder for shares of Class D Common Stock on a 1:1 basis, and an equal number of the holder's shares of Class C Common Stock (which have no economic rights) will be cancelled in connection with the redemption. The Common Units have no expiration date.

Footnote F5

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 Class A common stock upon the earlier of (i) any transfer, whether or not for value, except for certain transfers exempted by the Issuer's amended and restated certificate of incorporation, (ii) death or incapacity (if the holder is a natural person), and (iii) the first trading day following the seventh anniversary of the Issuer's initial public offering.