Form 4: KKR Sells Over 5.9 Million OneStream Shares in Secondary Offering

KKR entities have sold over 5.9 million shares of OneStream Class A common stock at $29.9925 per share following a secondary offering.

Summary

• KKR TFO Partners L.P. and related entities have reported the sale of a significant number of OneStream, Inc. shares.
• The transactions involved the sale of 5,993,052 common units, which are convertible into Class A common stock, at a price of $29.9925 per share.
• These sales occurred on November 18, 2024, following the conversion of Class D common stock into Class A common stock.
• The sales were part of a secondary offering where the issuer purchased common units from certain equity holders.
• The reporting entities include KKR TFO Partners L.P., KKR Associates TFO L.P., KKR TFO GP Limited, KKR Custom Equity Opportunities Fund L.P., and others.
• The transactions were executed under a Rule 10b5-1 plan.

Sentiment

Score: 5

Explanation: The document reflects a standard transaction of a large shareholder selling shares after an IPO. It is neither particularly positive nor negative.

Industry Context

This transaction reflects a significant secondary offering by a major shareholder, KKR, which is a common occurrence after a company's initial public offering. It is typical for large investors to reduce their positions over time.

Comparison to Industry Standards

• Secondary offerings are a common mechanism for early investors to realize gains after a company goes public.
• The sale by KKR is similar to other private equity firms reducing their stakes in portfolio companies post-IPO.
• The price of $29.9925 per share is a result of the secondary offering price less the underwriting discount, which is a standard practice in such transactions.

Related Party Transactions

• The Issuer purchased Common Units from certain of the Issuer's equityholders, including KKR Dream Holdings LLC, at a price of $29.9925 per Common Unit.

Stakeholder Impact

• The sale of shares by KKR may have a minor impact on the share price in the short term.
• The transaction provides liquidity for KKR, a major shareholder.

Key Dates

Keywords

OneStream, KKR, secondary offering, share sale, Class A common stock, Class D common stock, Rule 10b5-1, equity holders