04/02/2026 | Press release | Distributed by Public on 04/02/2026 15:48
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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 | ||||||||
| Stock Option (right to buy) | $4.41 | 04/01/2026 | D(1) | 11,463 | (4) | 03/23/2030 | Class A Common Stock | 11,463 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $5.99 | 04/01/2026 | D(1) | 31,800 | (4) | 03/02/2031 | Class A Common Stock | 31,800 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $10.65 | 04/01/2026 | D(1) | 43,044 | (4) | 12/04/2031 | Class A Common Stock | 43,044 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $10.65 | 04/01/2026 | D(1) | 42,395 | (4) | 03/05/2033 | Class A Common Stock | 42,395 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $10.65 | 04/01/2026 | D(1) | 12,605 | (5) | 03/05/2033 | Class A Common Stock | 12,605 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $10.65 | 04/01/2026 | D(1) | 23,125 | (4) | 03/27/2033 | Class A Common Stock | 23,125 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $10.65 | 04/01/2026 | D(1) | 6,875 | (5) | 03/27/2033 | Class A Common Stock | 6,875 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $14.51 | 04/01/2026 | D(1) | 39,070 | (4) | 03/10/2034 | Class A Common Stock | 39,070 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $14.51 | 04/01/2026 | D(1) | 35,930 | (5) | 03/10/2034 | Class A Common Stock | 35,930 | (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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McIntyre Pamela C/O ONESTREAM, INC. 191 N. CHESTER STREET BIRMINGHAM, MI 48009 |
Chief Accounting Officer | |||
| /s/ Holly Koczot, attorney-in-fact | 04/02/2026 | |
| **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) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026, by and among OneStream, Inc. ("Issuer"), OneStream Software LLC, a subsidiary of Issuer ("Company LLC"), Onward AcquireCo Inc. ("Parent"), Onward Merger Sub 2, LLC ( "Merger Sub I") and Onward Merger Sub, Inc. ("Merger Sub II"), on April 1, 2026, Merger Sub 1 merged with and into Company LLC (the "First Merger"), with Company LLC surviving the First Merger and becoming a subsidiary of Parent, and Merger Sub II merged with and into Issuer (the "Second Merger" and together with the First Merger, the "Mergers"), with Issuer surviving the Second Merger and becoming a subsidiary of Parent. |
| (2) | Pursuant to the Merger Agreement, at the effective time of the Mergers (the "Effective Time"), each share of Issuer Class A Common Stock was canceled and converted into the right to receive $24.00 per share in cash (the "Per Share Price"), without interest, less applicable withholding taxes. |
| (3) | Represents an equal number of restricted stock units ("RSUs"). At the Effective Time, each unvested RSU award was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such RSU award, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested RSU awards as of immediately prior to the Mergers will remain in effect following the Mergers. |
| (4) | At the Effective Time, each vested option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of such option, less applicable withholding taxes. |
| (5) | At the Effective Time, each unvested option was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of such option, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested option as of immediately prior to the Mergers will remain in effect following the Mergers. |