| Item 1. | |
| (a) | Name of issuer:
ON24, Inc. |
| (b) | Address of issuer's principal executive offices:
301 Howard St, Suite 1100 San Francisco, CA 94105 |
| Item 2. | |
| (a) | Name of person filing:
Sharat Sharan |
| (b) | Address or principal business office or, if none, residence:
c/o ON24, Inc.
301 Howard St, Suite 1100 San Francisco, CA 94105 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person. |
| (b) | Percent of class:
As of March 31, 2026, the Reporting Person beneficially owned approximately 10% of the Issuer's common stock based upon 42,993,702 shares of the issuer's common stock outstanding as of March 19, 2026, as disclosed in the Issuer's Amendment No. 1 to Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2026. On April 1, 2026, pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of December 29, 2025, by and among Issuer, Cvent Atlanta, LLC ("Parent"), and Summit Sub Corp. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.0001 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $8.10 in cash, without interest and net of applicable withholding taxes, and each outstanding equity award of Issuer was converted into the right to receive cash awards or restricted cash awards (as described in the Merger Agreement). As a result, as of the date of this filing, the Reporting Person beneficially owns no shares of the Issuer's common stock. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person.
|
| | (ii) Shared power to vote or to direct the vote:
The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person.
|
| | (iii) Sole power to dispose or to direct the disposition of:
The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person.
|
| | (iv) Shared power to dispose or to direct the disposition of:
The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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