SEC Filing - OneStream Software

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Shea Thomas Anthony

(Last)

(First)

(Middle)

C/O ONESTREAM, INC.

191 N. CHESTER STREET

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2024

3. Issuer Name and Ticker or Trading Symbol
OneStream, Inc. [ OS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	12/04/2031	Class A Common Stock	619,835	10.65	D
Stock Option (right to buy)	⁽²⁾	03/05/2033	Class A Common Stock	654,451	10.65	D
Stock Option (right to buy)	⁽³⁾	03/10/2034	Class A Common Stock	908,169	14.51	D
Class D Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,553,463	0	D
Class D Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	7,525,803	0	I	See footnote⁽⁵⁾
Class D Common Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,090,738	0	I	See footnote⁽⁶⁾
Common Units	⁽⁷⁾	⁽⁷⁾	Class D Common Stock	325,232	0	I	See footnote⁽⁸⁾
Stock Option (right to buy)	⁽⁹⁾	07/22/2034	Class A Common Stock	148,787	20	D

Explanation of Responses:

1. One-fourth of the shares subject to the option vested on February 15, 2023, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

2. One-fourth of the shares subject to the option vested on February 15, 2024, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

3. One-fourth of the shares subject to the option shall vest on February 15, 2025, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

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 our Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering.

5. Shares held of record by the Shea Family Trust dated December 25, 2019, or 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.

6. Shares held of record by the Thomas A. Shea 2020 Annuity Trust dated December 23, 2020, or 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. The Common Units may be redeemed by the Reporting Person at any time on or following the closing of the Issuer's initial public offering for shares of Class D Common Stock on a 1:1 basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date. The Class D Common Stock is in turn 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 on the first trading day following the seventh anniversary of the Issuer's initial public offering.

8. Shares held of record by the TSICU Corp. TSICU Corp. is a subchapter S corporation controlled by the Reporting Person, who has sole voting and dispositive power over the shares held by it.

9. One-sixteenth of the shares subject to the option shall vest October 23, 2024, and one-sixteenth of the shares subject to the option shall vest every three months thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

	/s/ Holly Koczot, attorney-in-fact	07/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

ex24-07252024_120733.htm

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of OneStream, Inc. (the “Company”), hereby constitutes and appoints Barbara Mery and each of the responsible attorneys and paralegals of Wilson Sonsini Goodrich & Rosati, Professional Corporation, and William Koefoed, Holly Koczot and Kelly Katchka of the Company, the undersigned’s true and lawful attorney-in-fact to:

complete and execute Forms ID, 3, 4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in his or her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and

do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 6/4/2024.

Signature:

/s/ Thomas A. Shea

Print Name:

Thomas A. Shea