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March 7, 2024
Tom Shea
Chief Executive Officer
OneStream, Inc.
191 N. Chester Street
Birmingham, Michigan 48009
Re:OneStream, Inc.
Draft Registration Statement on Form S-1
Submitted February 7, 2024
CIK No. 0001889956
Dear Tom Shea:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.Please identify the Former Members and the Continuing Members. Clarify whether the
Continuing Members refers to any individuals or entities other than KKR.
2.We note that your platform utilizes software governed by open source licenses.  Clarify
whether your AI is governed by those open source licenses and address any related risks
specific to AI.  Also, provide definitions of "AI-enabled," "machine learning" and any
other industry-specific terminology.
Risk Factors
"Our ability to pay taxes and expenses, including payments under the TRA, might be limited by
our structure.", page 55
3.Please revise your disclosure to quantify or otherwise describe the maximum amount of

 FirstName LastNameTom Shea
 Comapany NameOneStream, Inc.
 March 7, 2024 Page 2
 FirstName LastName
Tom Shea
OneStream, Inc.
March 7, 2024
Page 2
outstanding obligations that would be due and payable under the TRA under the
circumstances that would accelerate payment.
Use of Proceeds, page 77
4.We note that you intend to use the net proceeds from this offering to purchase newly
issued LLC Units from OneStream Software LLC. Please expand your disclosure to
include a description of how many units will be purchased.
Business, page 110
5.You state that more than 10% of Fortune 500 companies rely on OneStream as of
December 31, 2023.  To provide context, please consider disclosing the percentage of
your customers that are Fortune 500 companies and the percentage of revenue for each
period that was generated from these customers.
Financial Statements
Notes to Consolidated Financial Statements
Deferred Offering Costs, page F-13
6.We note as of December 31, 2022 the Company had capitalized $3.0 million of deferred
offering costs in other noncurrent assets. It appears these costs were incurred in
connection with an aborted offering, i.e. not a short postponement. Deferred costs of an
aborted offering should not be deferred and charged against proceeds of a subsequent
offering. Refer to the guidance in SAB Topic 5:A.
General
7.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communication.
            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 Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Victor Nilsson