06/12/2025 | Press release | Distributed by Public on 06/12/2025 14:55
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class D Common Stock | $ 0 | 06/10/2025 | C(1) | 150 | (4) | (4) | Class A Common Stock | 150 | $ 0 | 3,894,049(5) | D | ||||
| Class D Common Stock | $ 0 | (4) | (4) | Class A Common Stock | 4,750,002 | 4,750,002(5) | I | See footnote(6) | |||||||
| Class D Common Stock | $ 0 | (4) | (4) | Class A Common Stock | 7,525,803 | 7,525,803 | I | See footnote(7) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Shea Thomas Anthony C/O ONESTREAM, INC. 191 N. CHESTER STREET BIRMINGHAM, MI 48009 |
X | X | CEO and President | |
| /s/ Holly Koczot, attorney-in-fact | 06/12/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | The shares reported include unvested restricted stock units. |
| (3) | Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plan to require the satisfaction of statutory tax withholding obligations in connection with the vesting of restricted stock units to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person. |
| (4) | 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), provided that, with respect to the Reporting Person and his permitted transferees, conversion would be deferred for nine months following any such event, and (iii) the first trading day following the seventh anniversary of the Issuer's initial public offering. |
| (5) | On February 25, 2025, 340,736 shares of the Issuer's Class D Common Stock registered in the name of The Thomas A. Shea 2020 Annuity Trust dated December 23, 2020 (the "2020 Shea Annuity Trust") were transferred to the Reporting Person. |
| (6) | Shares held of record by 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. |
| (7) | Shares held of record by the Shea Family Trust dated December 25, 2019 (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. |