Correspondence 0000950170-24-083402 from OneStream, Inc. (OS) (CIK 0001889956) (OS)
OneStream, Inc. (OS) (CIK 0001889956)
Date: July 15, 2024 · CIK: 0001889956 · Accession: 0000950170-24-083402
AI Filing Summary & Sentiment
Referenced dates: July 9, 2024
Letter
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 866.974.7329
July 15, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Mariam Mansaray
Matthew Derby
Claire DeLabar
Robert Littlepage
Re:
OneStream, Inc.
Registration Statement on Form S-l
Filed June 28, 2024
CIK No. 0001889956
Ladies and Gentlemen:
On behalf of our client, OneStream, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated July 9, 2024, relating to the above-referenced Registration Statement on Form S‑1 (the “Registration Statement”). On behalf of the Company, we are concurrently submitting via EDGAR this letter and filing an amendment to the Form S-1 (the “Amendment No. 1”).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings below (which are references to the Registration Statement filed June 28, 2024), all page references herein correspond to the pages of the Form S-1.
Registration Statement on Form S-1 Filed June 28, 2024
Key Metrics, page 108
1.We note that you present Key Metrics and non-GAAP measures prior to your discussion of GAAP results and financial condition. Please revise MD&A to balance the presentation to discuss GAAP measures prior to your discussion of Key Metrics and Non-GAAP measures. See the Division's C&DI on non-GAAP financial measures, Question 102.10(a) for guidance.
In response to the Staff’s comment, the Company has revised the disclosure on pages 123-125.
* * *
austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de
U.S. Securities and Exchange Commission
July 15, 2024
Page 2
Please direct any questions regarding the Company’s responses or Amendment No. 1 to me at (206) 883-2563 or vnilsson@wsgr.com.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
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CORRESP
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 866.974.7329
July 15, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Mariam Mansaray
Matthew Derby
Claire DeLabar
Robert Littlepage
Re:
OneStream, Inc.
Registration Statement on Form S-l
Filed June 28, 2024
CIK No. 0001889956
Ladies and Gentlemen:
On behalf of our client, OneStream, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated July 9, 2024, relating to the above-referenced Registration Statement on Form S‑1 (the “Registration Statement”). On behalf of the Company, we are concurrently submitting via EDGAR this letter and filing an amendment to the Form S-1 (the “Amendment No. 1”).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings below (which are references to the Registration Statement filed June 28, 2024), all page references herein correspond to the pages of the Form S-1.
Registration Statement on Form S-1 Filed June 28, 2024
Key Metrics, page 108
1.We note that you present Key Metrics and non-GAAP measures prior to your discussion of GAAP results and financial condition. Please revise MD&A to balance the presentation to discuss GAAP measures prior to your discussion of Key Metrics and Non-GAAP measures. See the Division's C&DI on non-GAAP financial measures, Question 102.10(a) for guidance.
In response to the Staff’s comment, the Company has revised the disclosure on pages 123-125.
* * *
austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de
U.S. Securities and Exchange Commission
July 15, 2024
Page 2
Please direct any questions regarding the Company’s responses or Amendment No. 1 to me at (206) 883-2563 or vnilsson@wsgr.com.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Victor Nilsson
Victor Nilsson
cc:
Thomas Shea, OneStream, Inc.
Holly Koczot, OneStream, Inc.
Allison B. Spinner, Wilson Sonsini Goodrich & Rosati, P.C.
Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati, P.C.
Tad J. Freese, Latham & Watkins LLP
Sarah B. Axtell, Latham & Watkins LLP