12/23/2025 | Press release | Distributed by Public on 12/23/2025 15:12
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units | (4) | 12/19/2025 | C(4) | 30,000 | (5) | (5) | Class D Common Stock | 30,000 | $ 0 | 270,997 | I | See Footnote(2) | |||
| Class D Common Stock | (4) | 12/19/2025 | C(4) | 30,000 | (6) | (6) | Class A Common Stock | 30,000 | $ 0 | 30,000 | I | See Footnote(2) | |||
| Class D Common Stock | (1) | 12/19/2025 | C(1) | 30,000 | (6) | (6) | Class A Common Stock | 30,000 | $ 0 | 0 | I | See Footnote(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kinzer John C/O ONESTREAM, INC. 191 N. CHESTER STREET BIRMINGHAM, MI 48009 |
X | Strategic Advisor | ||
| /s/ Holly Koczot, attorney-in-fact | 12/23/2025 | |
| **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 are held by the John E. Kinzer Trust, of which the Reporting Person is a trustee. |
| (3) | The shares reported include unvested restricted stock units. |
| (4) | On December 19, 2025, the holder redeemed 30,000 Common Units of OneStream Software LLC, and 30,000 shares of the holder's Class C Common Stock were cancelled, in exchange for 30,000 shares of Class D Common Stock. |
| (5) | 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. |
| (6) | 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. |