Form 4: KKR Sells OneStream Shares Following Secondary Offering

KKR Group Partnership L.P. and related entities have sold a significant portion of their OneStream, Inc. Class A common stock following the company's secondary public offering.

Summary

• KKR Group Partnership L.P. and several affiliated entities have reported the sale of a substantial number of OneStream, Inc. Class A common stock.
• The transactions occurred on November 18, 2024, following the company's secondary public offering.
• The sale price was $29.9925 per share, which is the secondary offering price of $31.00 less an underwriting discount of $1.0075.
• Prior to the sale, KKR entities held these shares indirectly through various investment vehicles.
• The shares were acquired on November 14, 2024, through the conversion of Class D common stock and common units into Class A common stock.
• The total number of Class A shares sold by KKR entities was 6,386,351.
• The sale was part of a larger transaction where OneStream purchased common units from certain equity holders using proceeds from the secondary offering.

Sentiment

Score: 5

Explanation: The document reflects a standard transaction of a major shareholder selling shares after a secondary offering. It is neither particularly positive nor negative, but a normal part of the investment lifecycle.

Risks

• The sale of a large block of shares by a major shareholder like KKR could potentially create downward pressure on the stock price.
• The market may interpret the sale as a lack of confidence in the company's future prospects by a major investor.

Industry Context

This transaction is typical of private equity firms like KKR monetizing their investments after a company goes public. Secondary offerings and subsequent sales by major shareholders are common events in the lifecycle of a publicly traded company.

Comparison to Industry Standards

• Private equity firms often sell down their stakes in portfolio companies after an IPO to realize returns for their investors.
• The sale by KKR is similar to other large shareholders selling shares after a lock-up period expires or after a secondary offering.
• The price of $29.9925 per share reflects the secondary offering price less the underwriting discount, which is a standard practice in such transactions.
• Comparable transactions can be seen with other private equity backed companies after their IPOs, such as sales by Blackstone in companies like Bumble or by Silver Lake in companies like Endeavor.

Related Party Transactions

• The Issuer used a portion of the net proceeds from the closing of its secondary offering of Class A Common Stock to purchase Common Units from certain of the Issuer's equityholders, including KKR Dream Holdings LLC.

Stakeholder Impact

• Shareholders may experience short-term price volatility due to the large volume of shares sold by KKR.
• The sale could potentially increase the float of the stock, which may improve liquidity.

Key Dates

Keywords

OneStream, KKR, Class A Common Stock, Secondary Offering, Share Sale, Form 4, Beneficial Ownership, Investment, Equity