Director Jonathan Mariner cashes out OneStream, Inc. (OS) equity in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OneStream, Inc. director Jonathan D. Mariner reported disposing of his remaining equity-linked interests in connection with the closing of merger transactions on April 1, 2026. Common Units representing 206,949 Class D Common shares held directly and 40,051 units held indirectly through the Jonathan D. Mariner Revocable Trust were cancelled and converted into cash at a Per Share Price of $24.00, subject to withholding taxes.
In addition, stock options for 50,000 Class A Common shares at a $16.40 exercise price and 134,913 shares at a $20.00 exercise price became fully vested immediately prior to the effective time and were then cancelled for cash based on the excess of the $24.00 Per Share Price over each option’s exercise price. A separate award covering 7,130 Class A Common shares, representing restricted stock units that fully vested under the outside director compensation policy, was also cancelled for cash. Following these issuer dispositions, the filing shows no remaining holdings in the reported securities.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
MARINER JONATHAN D
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Units | 206,949 | $0.00 | -- |
| Disposition | Common Units | 40,051 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 50,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 134,913 | $0.00 | -- |
| Disposition | Class A Common Stock | 7,130 | $0.00 | -- |
Holdings After Transaction:
Common Units — 0 shares (Direct);
Common Units — 0 shares (Indirect, See Footnote);
Stock Option (right to buy) — 0 shares (Direct);
Class A Common Stock — 0 shares (Direct)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026, by and among OneStream, Inc. ("Issuer"), OneStream Software LLC, a subsidiary of Issuer ("Company LLC"), Onward AcquireCo Inc. ("Parent"), Onward Merger Sub 2, LLC ( "Merger Sub I") and Onward Merger Sub, Inc. ("Merger Sub II"), on April 1, 2026, Merger Sub 1 merged with and into Company LLC (the "First Merger"), with Company LLC surviving the First Merger and becoming a subsidiary of Parent, and Merger Sub II merged with and into Issuer (the "Second Merger" and together with the First Merger, the "Mergers"), with Issuer surviving the Second Merger and becoming a subsidiary of Parent. Represents an equal number of restricted stock units ("RSUs"). Pursuant to Issuer's outside director compensation policy, immediately before the effective time of the Mergers (the "Effective Time"), each RSU award held by a non-employee director that was outstanding and unvested as of immediately before the Effective Time (a "Director RSU Award") accelerated and became fully vested. At the Effective Time, each Director RSU Award was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) $24.00 (the "Per Share Price") multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such Director RSU Award, less applicable withholding taxes. At the Effective Time, each Common Unit was cancelled and converted into the right to receive an amount in cash, without interest, equal to the Per Share Price, less applicable withholding taxes. Each corresponding share of Class C Common Stock was cancelled and converted into the right to receive $0.0001 in cash, without interest, less applicable withholding taxes. Held by the Jonathan D. Mariner Revocable Trust, of which the Reporting Person is a trustee. Pursuant to Issuer's outside director compensation policy, immediately prior to the Effective Time, the shares subject to the option became fully vested and immediately exercisable. At the Effective Time, the option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of such option, less applicable withholding taxes.
Key Figures
Direct Common Units cancelled: 206,949 units
Indirect Common Units cancelled: 40,051 units
Option shares at $16.40: 50,000 shares
+3 more
6 metrics
Direct Common Units cancelled
206,949 units
Common Units tied to Class D Common Stock cancelled for cash at $24.00 Per Share Price
Indirect Common Units cancelled
40,051 units
Held by Jonathan D. Mariner Revocable Trust and cancelled for cash consideration
Option shares at $16.40
50,000 shares
Stock option on Class A Common Stock, exercise price $16.40, cancelled for cash based on $24.00 Per Share Price
Option shares at $20.00
134,913 shares
Stock option on Class A Common Stock, exercise price $20.00, cancelled for cash based on $24.00 Per Share Price
Director RSU-related Class A shares
7,130 shares
Class A Common Stock covered by director RSU award that vested then was cancelled for cash
Per Share Price in merger
$24.00 per share
Cash value used to calculate consideration for Common Units, RSUs and in-the-money options
Key Terms
Agreement and Plan of Merger, restricted stock units ("RSUs"), Per Share Price, outside director compensation policy, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
restricted stock units ("RSUs") financial
"Represents an equal number of restricted stock units ("RSUs"). Pursuant to Issuer's outside director compensation policy..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
outside director compensation policy financial
"Pursuant to Issuer's outside director compensation policy, immediately before the effective time of the Mergers..."
Effective Time regulatory
"immediately before the effective time of the Mergers (the "Effective Time"), each RSU award..."
FAQ
What did OneStream (OS) director Jonathan Mariner report in this Form 4?
He reported issuer dispositions of all reported equity interests. Common Units, stock options and restricted stock unit-linked Class A shares were cancelled in connection with completed merger transactions and converted into cash consideration based on a $24.00 Per Share Price, less applicable withholding taxes.
How many OneStream Common Units tied to Class D stock were cancelled for Jonathan Mariner?
The filing shows 206,949 Common Units held directly and 40,051 Common Units held indirectly through the Jonathan D. Mariner Revocable Trust. Each Common Unit was cancelled at the effective time and converted into a cash payment equal to the $24.00 Per Share Price, less taxes.
What happened to Jonathan Mariner’s OneStream stock options in this transaction?
Two stock option grants for 50,000 and 134,913 Class A Common shares became fully vested immediately prior to the Effective Time. They were then cancelled and converted into cash equal to shares multiplied by the excess of the $24.00 Per Share Price over each option’s exercise price.