OneStream, Inc.·4

Mar 26, 7:14 PM ET

Shea Thomas Anthony 4

4 · OneStream, Inc. · Filed Mar 26, 2026

Research Summary

AI-generated summary of this filing

Updated

OneStream (OS) 10% Owner Thomas Shea Gifts 4.33M Class D Shares

What Happened
Thomas A. Shea, identified as a 10% owner of OneStream, reported a series of gift/transfer transactions totaling 4,330,215 shares of Class D common stock on March 24–25, 2026. Each transaction was recorded as a gift (no consideration, $0) of derivative securities (Class D shares convertible 1:1 into Class A common stock). The filings reflect transfers among related trusts (the 2020 Shea Annuity Trust, the Shea Remainder Trust and the 2019 Shea Family Trust) and a prior small transfer (419,787 shares) to the reporting person on March 23, 2026.

Key Details

  • Transaction type: Gifts/transfers of Class D common stock (derivative security), reported as $0 consideration.
  • Transaction dates: March 24, 2026 and March 25, 2026 (filing date: March 26, 2026 — appears timely).
  • Shares moved: 4,330,215 shares (total reported in the entries).
  • Convertible: Class D shares convert 1:1 into Class A shares; conversion may occur automatically on certain transfers or events per the company charter.
  • Beneficial ownership reporting: The filing notes shares are held by related trusts; the reporting person’s spouse serves as trustee/co‑trustee for those trusts, so Mr. Shea may be deemed to share voting and dispositive power over the shares.
  • Shares owned after transaction: Not explicitly quantified in the provided summary (ownership is recorded across multiple trusts per footnotes).

Context

  • These were gift/transfer transactions among related trusts — not open‑market purchases or sales — and therefore do not necessarily signal the insider’s market view.
  • As a 10% owner (not a routine executive open‑market trade), movements reflect estate/trust planning and internal transfers.
  • Because these are Class D convertible shares, a future conversion would produce Class A common stock on a 1:1 basis (some transfers can trigger automatic conversion).

Insider Transaction Report

Form 4
Period: 2026-03-24
Shea Thomas Anthony
DirectorCEO10% Owner
Transactions
  • Gift

    Class D Common Stock

    [F1][F2][F3][F4]
    2026-03-244,330,2150 total(indirect: See footnote)
    Exercise: $0.00Class A Common Stock (4,330,215 underlying)
  • Gift

    Class D Common Stock

    [F1][F2][F5]
    2026-03-24+4,330,2154,330,215 total(indirect: See Footnote)
    Exercise: $0.00Class A Common Stock (4,330,215 underlying)
  • Gift

    Class D Common Stock

    [F6][F2][F5]
    2026-03-254,330,2150 total(indirect: See footnote)
    Exercise: $0.00Class A Common Stock (4,330,215 underlying)
  • Gift

    Class D Common Stock

    [F6][F2][F7]
    2026-03-25+4,330,21511,856,018 total(indirect: See footnote)
    Exercise: $0.00Class A Common Stock (4,330,215 underlying)
Holdings
  • Class D Common Stock

    [F2][F3]
    Exercise: $0.00Class A Common Stock (4,313,836 underlying)
    4,313,836
Footnotes (7)
  • [F1]Represents a transfer of Class D Common Stock for no consideration from The Thomas A. Shea 2020 Annuity Trust dated December 23, 2020 (the "2020 Shea Annuity Trust") to the Thomas A Shea Remainder Trust dated December 23, 2020 (the "Shea Remainder Trust").
  • [F2]The Class D Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis. Each outstanding share of Class D Common Stock will automatically convert into one share of Class A Common Stock upon the earlier of (i) any transfer, whether or not for value, except for certain transfers exempted by the Issuer's amended and restated certificate of incorporation, (ii) death or incapacity (if the holder is a natural person), provided that, with respect to the Reporting Person and his permitted transferees, conversion would be deferred for nine months following any such event, and (iii) the first trading day following the seventh anniversary of the Issuer's initial public offering.
  • [F3]On March 23, 2026, 419,787 shares of the Issuer's Class D Common Stock registered in the name of the 2020 Shea Annuity Trust were transferred to the Reporting Person.
  • [F4]Shares held of record by the 2020 Shea Annuity Trust. The Reporting Person's spouse serves as the trustee for the 2020 Shea Annuity Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the 2020 Shea Annuity Trust.
  • [F5]Shares held of record by the Shea Remainder Trust. The Reporting Person's spouse serves as the co-trustee for the Shea Remainder Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the Shea Remainder Trust.
  • [F6]Represents a transfer of Class D Common Stock for no consideration from the Shea Remainder Trust to the Shea Family Trust dated December 25, 2019 (the "2019 Shea Family Trust").
  • [F7]Shares held of record by the 2019 Shea Family Trust. The Reporting Person's spouse serves as the co-trustee for the 2019 Shea Family Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the 2019 Shea Family Trust.
Signature
/s/ Holly Koczot, attorney-in-fact|2026-03-26

Documents

1 file
  • 4
    form4-03262026_110310.xmlPrimary