Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
ON24 INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
68339B104 (CUSIP Number) |
Cynthia Paul Lynrock Lake LP, 2 International Drive, Suite 130 Rye Brook, NY, 10573 914-449-4660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 68339B104 |
| 1 |
Name of reporting person
Lynrock Lake LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,260,424.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 68339B104 |
| 1 |
Name of reporting person
Lynrock Lake Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWAR
E
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,260,424.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
|
| CUSIP No. | 68339B104 |
| 1 |
Name of reporting person
Cynthia Paul | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,350,499.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
ON24 INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
50 BEALE STREET, 8TH FLOOR, SAN FRANCISCO,
CALIFORNIA
, 94105. | |
Item 1 Comment:
This Amendment No. 5 (this "Amendment No. 5" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 14, 2023 and amended on March 13, 2023, August 11, 2023, January 16, 2024 and May 14, 2025 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 5 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented as follows: On May 15, 2025, Lynrock Fund purchased 12,971 shares of common stock in open market transactions at prices ranging from $5.30 to $5.50 per share (a weighted-average price of $5.46 per share). On May 16, 2025, Lynrock Fund purchased 24,576 shares of common stock in open market transactions at prices ranging from $5.48 to $5.56 per share (a weighted-average price of $5.52 per share). On May 19, 2025, Lynrock Fund purchased 27,884 shares of common stock in open market transactions at prices ranging from $5.38 to $5.50 per share (a weighted-average price of $5.48 per share). On May 20, 2025, Lynrock Fund purchased 14,093 shares of common stock in open market transactions at prices ranging from $5.26 to $5.50 per share (a weighted-average price of $5.44 per share). On May 21, 2025, Lynrock Fund purchased 27,884 shares of common stock in open market transactions at prices ranging from $5.37 to $5.50 per share (a weighted-average price of $5.43 per share). On May 22, 2025, Lynrock Fund purchased 27,884 shares of common stock in open market transactions at prices ranging from $5.30 to $5.50 per share (a weighted-average price of $5.48 per share). On May 23 2025, Lynrock Fund purchased 27,884 shares of common stock in open market transactions at prices ranging from $5.41 to $5.47 per share (a weighted-average price of $5.44 per share). On May 27, 2025, Lynrock Fund purchased 32,519 shares of common stock in open market transactions at prices ranging from $5.39 to $5.60 per share (a weighted-average price of $5.56 per share). On May 28, 2025, Lynrock Fund purchased 32,519 shares of common stock in open market transactions at prices ranging from $5.44 to $5.53 per share (a weighted-average price of $5.49 per share). On May 29, 2025, Lynrock Fund purchased 16,831 shares of common stock in open market transactions at prices ranging from $5.54 to $5.66 per share (a weighted-average price of $5.63 per share). On May 30, 2025, Lynrock Fund purchased 32,519 shares of common stock in open market transactions at prices ranging from $5.62 to $5.69 per share (a weighted-average price of $5.67 per share). On June 2, 2025, Lynrock Fund purchased 40,283 shares of common stock in open market transactions at prices ranging from $5.60 to $5.72 per share (a weighted-average price of $5.65 per share). On June 3, 2025, Lynrock Fund purchased 33,425 shares of common stock in open market transactions at prices ranging from $5.54 to $5.66 per share (a weighted-average price of $5.62 per share). On June 5, 2025, Lynrock Fund purchased 40,283 shares of common stock in open market transactions at prices ranging from $5.45 to $5.57 per share (a weighted-average price of $5.52 per share). On June 6, 2025, Lynrock Fund purchased 40,283 shares of common stock in open market transactions at prices ranging from $5.54 to $5.66 per share (a weighted-average price of $5.57 per share). On June 9, 2025, Lynrock Fund purchased 47,692 shares of common stock in open market transactions at prices ranging from $5.49 to $5.61 per share (a weighted-average price of $5.57 per share). On June 10, 2025, Lynrock Fund purchased 47,692 shares of common stock in open market transactions at prices ranging from $5.53 to $5.66 per share (a weighted-average price of $5.65 per share). All purchases of the securities described herein were for cash and were funded by working capital of Lynrock Fund. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 42,475,166 shares of the Issuer's common stock outstanding as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025 and (ii) with respect to Ms. Paul, 30,198 shares of common stock issuable upon the settlement of restricted stock units within 60 days. The Reporting Persons' ownership of the Issuer's securities consists of (i) 8,260,424 shares of common stock held directly by Lynrock Fund; (ii) 59,877 shares of common stock held by Ms. Paul; and (iii) 30,198 shares of common stock issuable upon the settlement of restricted stock units held by Ms. Paul within 60 days. The preceding does not include an aggregate of 19,165 shares of common stock underlying restricted stock unit awards granted to Ms. Paul pursuant to the Issuer's Non-employee Director Compensation Policy. The shares underlying the awards are reported as common stock beneficially owned by Ms. Paul in her reports filed pursuant to Section 16 of the Exchange Act in accordance with applicable provisions of Section 16 of the Securities Exchange Act and SEC staff interpretive positions. However, because the shares underlying the restricted stock unit awards may not be acquired by Ms. Paul within 60 days of the date hereof, they are not considered to be beneficially owned by Ms. Paul for purposes of Section 13 of the Securities Exchange Act and, therefore, are excluded from the shares reported herein as beneficially owned. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC (the "General Partner"), the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Fund. | |
| (b) | Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. | |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the most recent amendment to this Schedule 13D. | |
| (d) | Certain feeder funds that invest in Lynrock Fund may have the right to receive dividends from, and proceeds from the sale of, the common stock directly held by Lynrock Fund. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
A. Joint Filing Agreement, dated February 14, 2023 (incorporated by reference to the Statement, filed on February 14, 2023). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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