KKR Americas XII AIV GP LLC's Form 4 filing
OneStream, Inc. (OS) · filed Jul 29, 2024
- Accession no.
- 0001140361-24-034739
- Filed
- Jul 29, 2024, 6:08 PM ET
- Trade date
- Jul 25, 2024
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 20 non-derivative transactions and 11 derivative transactions. Open-market sales total $48.2M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| KKR Americas XII AIV GP LLCCIK 0001746577 | 10% Owner |
| KKR Associates Americas XII AIV L.P.CIK 0001746589 | 10% Owner |
| KKR Wolverine I Ltd.CIK 0002031115 | 10% Owner |
| KKR Americas XII (Dream II) Blocker Parent L.P.CIK 0002031181 | 10% Owner |
| KKR Americas XII EEA (Dream) Blocker Parent L.P.CIK 0002031183 | 10% Owner |
| KKR Americas XII (Dream) Blocker Parent L.P.CIK 0002031184 | 10% Owner |
| KKR Americas Fund XII (Dream) L.P.CIK 0002031185 | 10% Owner |
| KKR Dream Aggregator GP LLCCIK 0002031186 | 10% Owner |
| KKR Dream Aggregator L.P.CIK 0002031187 | 10% Owner |
| KKR Dream Holdings LLCCIK 0002031188 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +1,375,132 | –F2 | – | 1,375,132 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −1,375,132 | $18.85F18 | −$25,921,238.2 | 0 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +170,996 | –F2 | – | 170,996 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −170,996 | $18.85F18 | −$3,223,274.6 | 0 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +4,551 | –F2 | – | 4,551 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −4,551 | $18.85F18 | −$85,786.35 | 0 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +115,193 | –F2 | – | 115,193 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −115,193 | $18.85F18 | −$2,171,388.05 | 0 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +81,838 | –F2 | – | 81,838 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −81,838 | $18.85F18 | −$1,542,646.3 | 0 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +39,720 | –F2 | – | 39,720 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −39,720 | $18.85F18 | −$748,722 | 0 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +278,043 | –F2 | – | 278,043 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −278,043 | $18.85F18 | −$5,241,110.55 | 0 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +373,599 | –F2 | – | 373,599 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −373,599 | $18.85F18 | −$7,042,341.15 | 0 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +55,990 | –F2 | – | 55,990 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −55,990 | $18.85F18 | −$1,055,411.5 | 0 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionAcquired | +59,582 | –F2 | – | 59,582 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | SSaleDisposed | −59,582 | $18.85F18 | −$1,123,120.7 | 0 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 25, 2024 | Class D Common Stock | SSaleDisposed | −2,401,060 | $18.85F19 | −$45,259,981 | 52,687,425 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −1,375,132 | $0.00 | $0 | 30,175,083 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −170,996 | $0.00 | $0 | 3,752,240 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −4,551 | $0.00 | $0 | 99,864 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −115,193 | $0.00 | $0 | 2,527,740 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −81,838 | $0.00 | $0 | 1,795,818 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −39,720 | $0.00 | $0 | 871,604 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −278,043 | $0.00 | $0 | 6,101,222 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −373,599 | $0.00 | $0 | 8,198,040 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −55,990 | $0.00 | $0 | 1,228,626 | Indirect | |
| Jul 25, 2024 | Class A Common Stock | CConversionDisposed | −59,582 | $0.00 | $0 | 1,307,452 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
The Class D Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis. Each outstanding share of Class D Common Stock will automatically convert into one share of the Issuer's Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering.
Referenced by the price of 10 transactions in Table I.
- F18
This amount represents the $20.00 secondary public offering price per share of Class A Common Stock less the underwriting discount of $1.15 per share.
Referenced by the price of 10 transactions in Table I.
- F19
The Issuer used a portion of the net proceeds from the closing of its initial public offering of Class A Common Stock to purchase Common Units from certain of the Issuer's pre-initial public offering equityholders, including KKR Dream Holdings LLC, at a price of $18.85 per Common Unit.
Referenced by the price of 1 transaction in Table II.
Remarks
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.