View:
United States securities and exchange commission logo
June 18, 2024
Tom Shea
Chief Executive Officer
OneStream, Inc.
191 N. Chester Street
Birmingham, Michigan 48009
Re: OneStream, Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted June 4,
2024
CIK No. 0001889956
Dear Tom Shea:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
Amendment No. 3 to Draft Registration Statement on Form S-1
Market, Industry and Other Data, page 73
1. We note your disclosure
that "This prospectus contains estimates and information
concerning our
industry, including market size of the markets in which we participate,
which are based on
various third-party sources, industry publications and reports,
including International
Data Corporation s Semiannual Software Tracker (November
2023), as well as our
own internal information." In instances where you reference data
derived from any
third-party sources, be sure to note as such immediately after.
Additionally, to the
extent any data relates to publications, surveys or reports
commissioned by you for
use in connection with this registration statement, please file
consents of such third
parties pursuant to Rule 436 of the Securities Act as exhibits to our
registration statement
or tell us why you believe you are not required to do so.
Tom Shea
OneStream, Inc.
June 18, 2024
Page 2
Unaudited Pro Forma Consolidated Financial Statements, page 87
2. Please fully disclose the redemption rights of the holders of the LLC
Units in the notes to
the pro forma information and elsewhere, as applicable, and advise us.
Also, explain to us
your rationale for classifying the non-controlling interest within
permanent equity. In this
regard, we note "KKR will be able to control virtually all matters
requiring stockholder
approval and will have the ability to elect all of the members of our
board of directors and
thereby significantly control our policies and operations."
Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-3334 with
any other
questions.
Sincerely,
FirstName LastNameTom Shea
Division of
Corporation Finance
Comapany NameOneStream, Inc.
Office of
Technology
June 18, 2024 Page 2
cc: Victor Nilsson
FirstName LastName