Sec Form 13G Filing - KKR Dream Holdings LLC filing for OneStream, Inc. Class A Common Stock (OS) - 2025-02-12

The principal business office for all persons filing (other than Mr. Kravis and Mr. Roberts) is:

30 Hudson Yards
New York, NY 10001

The principal business office for Mr. Kravis is:

c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001

The principal business office for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025

See Item 4 of each cover page.

As of December 31, 2024, the Reporting Persons may be deemed to beneficially own an aggregate of 94,520,232 shares of Class A Common Stock of the Issuer representing 67.5% of the outstanding shares of Class A Common Stock, of which:

(i)KKR Dream Holdings LLC directly held 45,795,416 common units representing limited liability company units of OneStream Software LLC ("Common Units") and an equal number of shares of Class C Common Stock of the Issuer, 

(ii)KKR Americas XII (Dream) Blocker Parent L.P. directly held 26,227,899 shares of Class D Common Stock, par value $0.0001 per share (the "Class D Common Stock"), 

(iii)KKR Americas XII EEA (Dream) Blocker Parent L.P. directly held 3,261,412 shares of Class D Common Stock, 

(iv)KKR Americas XII (Dream II) Blocker Parent L.P. directly held 86,801 shares of Class D Common Stock, 

(v)KKR Wolverine I Ltd. directly held 2,197,087 shares of Class D Common Stock, 

(vi)KKR TFO Partners L.P. directly held 1,560,909 shares of Class D Common Stock, 

(vii)KKR Custom Equity Opportunities Fund L.P. directly held 757,590 shares of Class D Common Stock, 

(viii)KKR-Milton Strategic Partners L.P. directly held 5,303,124 shares of Class D Common Stock, 

(ix)KKR NGT (Dream) Blocker Parent L.P. directly held 7,125,659 shares of Class D Common Stock, 

(x)KKR NGT (Dream) Blocker Parent (EEA) L.P. directly held 1,067,910 shares of Class D Common Stock, and

(xi)K-PRIME AG Financing LP directly held 1,136,425 shares of Class D Common Stock.

Common Units may be redeemed by the holder for shares of Class D Common Stock on a one-for-one basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date. The Class D Common Stock is in turn convertible at any time, at the holders election, into Class A Common Stock on a one-for-one basis. 

Each outstanding share of Class D Common Stock will automatically convert into one share of the Issuer's Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering. 

The beneficial ownership percentages set forth herein are calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The outstanding Class A Common Stock is based on (i) 45,515,084 shares of Class A Common Stock outstanding as of November 26, 2024, as reported in the Prospectus filed by the Issuer with the Securities and Exchange Commission on November 15, 2024, which number is inclusive of the shares sold in the offering related to therein, plus (ii) for each Reporting Person, an additional number of shares of Class A Common Stock issuable upon the conversion of the Common Units and/or Class D Common Stock beneficially owned by such Reporting Person, as applicable.

Each of:

(1)KKR Dream Aggregator L.P. (as the sole member of KKR Dream Holdings LLC); KKR Dream Aggregator GP LLC (as the general partner of KKR Dream Aggregator L.P.); KKR Americas Fund XII (Dream) L.P. (as the sole member of KKR Dream Aggregator GP LLC); KKR Associates Americas XII AIV L.P. (as the general partner of KKR Americas Fund XII (Dream) L.P.); and KKR Americas XII AIV GP LLC (as the general partner of KKR Associates Americas XII AIV L.P.); 

(2)KKR Associates Americas XII AIV L.P. (as the general partner of each of (i) KKR Americas XII (Dream) Blocker Parent L.P., (ii) KKR Americas XII EEA (Dream) Blocker Parent L.P., and (iii) KKR Americas XII (Dream II) Blocker Parent L.P. (collectively, the "KKR Americas XII (Dream) Blocker Parents")); and KKR Americas XII AIV GP LLC (as the general partner of KKR Associates Americas XII AIV L.P.);

(3)KKR Financial Management LLC (as the portfolio manager of KKR Wolverine I Ltd.); Kohlberg Kravis Roberts & Co. L.P. (as the sole member of KKR Financial Management LLC); KKR & Co. GP LLC (as the general partner of Kohlberg Kravis Roberts & Co. L.P.); and KKR Holdco LLC (as the sole member of KKR & Co. GP LLC); 

(4)KKR Associates TFO L.P. (as the general partner of KKR TFO Partners L.P.); and KKR TFO GP Limited (as the general partner of KKR Associates TFO L.P.); 

(5)KKR Associates Custom Equity Opportunities L.P. (as the general partner of KKR Custom Equity Opportunities Fund L.P.); and KKR Custom Equity Opportunities Limited (as the general partner of KKR Associates Custom Equity Opportunities L.P.); 

(6)KKR Associates Milton Strategic L.P. (as the general partner of KKR-Milton Strategic Partners L.P.); and KKR Milton Strategic Limited (as the general partner of KKR Associates Milton Strategic L.P.); 

(7)KKR Associates NGT L.P. (as the general partner of each of (i) KKR NGT (Dream) Blocker Parent L.P. and (ii) KKR NGT (Dream) Blocker Parent (EEA) L.P. (each, a "KKR NGT (Dream) Blocker Parent"); and KKR Next Gen Tech Growth Limited (as the general partner KKR Associates NGT L.P.); 

(8)K-PRIME Hedge-Finance GP Limited (as the general partner of K-PRIME AG Financing LP); K-PRIME Aggregator L.P. (as the sole shareholder of K-PRIME Hedge-Finance GP Limited); K-PRIME GP LLC (as the general partner of K-PRIME Aggregator L.P.); KKR Associates Group L.P. (as the sole member of K-PRIME GP LLC); and KKR Associates Group GP LLC (as the general partner of KKR Associates Group L.P.); and 

(9)KKR Group Partnership L.P. (as the sole member of each of KKR Americas XII AIV GP LLC, KKR Holdco LLC, and KKR Associates Group GP LLC, and the sole shareholder of each of KKR TFO GP Limited, KKR Custom Equity Opportunities Limited, KKR Milton Strategic Limited, and KKR Next Gen Tech Growth Limited); KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.); KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.); KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities directly held by each of KKR Dream Holdings LLC, the KKR Americas XII (Dream) Blocker Parents, KKR Wolverine I Ltd., KKR TFO Partners L.P., KKR Custom Equity Opportunities Fund L.P., KKR-Milton Strategic Partners L.P., the KKR NGT (Dream) Blocker Parents, and K-PRIME AG Financing LP; however, each disclaims beneficial ownership of such securities.

See Item 4(a) above and Item 11 of each cover page.  %

See Item 5 of each cover page.

See Item 6 of each cover page.

See Item 7 of each cover page.

See Item 8 of each cover page.

See Item 4(a) above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A Common Stock.