OneStream Board Member Cashes Out 30,000 Shares: What Investors Should Know
Rhea-AI Filing Summary
OneStream Director John Kinzer reported multiple securities transactions executed on June 20, 2025, under a pre-established Rule 10b5-1 trading plan from November 2024:
- Converted 30,000 Common Units of OneStream Software LLC into Class D Common Stock
- Subsequently converted 30,000 shares of Class D Common Stock into Class A Common Stock
- Sold 28,900 shares at weighted average price of $28.24 per share
- Sold remaining 1,100 shares at weighted average price of $28.81 per share
Following these transactions, Kinzer maintains 7,130 shares of Class A Common Stock held directly (including unvested RSUs) and 330,997 Common Units held indirectly through the John E. Kinzer Trust. The Class D Common Stock is convertible to Class A Common Stock on a 1:1 basis and will automatically convert upon certain trigger events, including 7 years after IPO.
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Insights
Director John Kinzer sold his entire indirect holdings of 30,000 shares worth approximately $847,000 under a pre-established trading plan.
This Form 4 filing reveals Director John Kinzer converted 30,000 Common Units into Class A Common Stock and subsequently sold the entire position on June 20, 2025. The transactions followed a specific sequence: first converting Common Units of OneStream Software LLC to Class D Common Stock, then converting that Class D stock to Class A Common Stock, before selling all 30,000 shares at weighted average prices between $27.75-$28.90. The total value of the disposition was approximately $847,000.
The sales were executed through a Rule 10b5-1 trading plan established on November 22, 2024, indicating these transactions were pre-planned rather than opportunistic. This type of plan allows insiders to sell shares at predetermined times regardless of having material non-public information, providing a safe harbor against insider trading allegations.
After these transactions, Kinzer maintains only 7,130 shares of Class A Common Stock held directly (in the form of unvested restricted stock units) and 330,997 Common Units held indirectly through the John E. Kinzer Trust. The complete liquidation of his indirect Class A holdings while maintaining his direct position and substantial Common Units suggests a possible portfolio rebalancing rather than a complete loss of confidence in the company.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Units | 30,000 | $0.00 | -- |
| Conversion | Class D Common Stock | 30,000 | $0.00 | -- |
| Conversion | Class D Common Stock | 30,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 30,000 | $0.00 | -- |
| Sale | Class A Common Stock | 28,900 | $28.24 | $816K |
| Sale | Class A Common Stock | 1,100 | $28.81 | $32K |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- The Class A Common Stock was acquired upon the conversion, at the holder's election, of Class D Common Stock held by the holder on a 1:1 basis. The shares are held by the John E. Kinzer Trust, of which the Reporting Person is a trustee. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 22, 2024. Represents the weighted average share price of an aggregate total of 28,900 shares sold in the price range of $27.75 to $28.74, inclusive, by the holder. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. Represents the weighted average share price of an aggregate total of 1,100 shares sold in the price range of $28.785 to $28.90, inclusive, by the holder. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. The shares reported include unvested restricted stock units. On June 20, 2025, the holder redeemed 30,000 Common Units of OneStream Software LLC, and 30,000 shares of the holder's Class C Common Stock were cancelled, in exchange for 30,000 shares of Class D Common Stock. The Common Units may be redeemed by the holder for shares of Class D Common Stock on a 1:1 basis, and an equal number of the holder's shares of Class C Common Stock (which have no economic rights) will be cancelled in connection with the redemption. The Common Units have no expiration date. 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), and (iii) the first trading day following the seventh anniversary of the Issuer's initial public offering.
