The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

OMB APPROVAL
OMB Number: 3235-0006
Estimated average burden
hours per response: 23.8

Report for the Calendar Year or Quarter Ended: 09-30-2024
Check here if Amendment    Amendment Number:
This Amendment (Check only one.):    is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: OBERNDORF WILLIAM E
Address: 615 Front Street
San Francisco, CA  94111
Form 13F File Number: 028-16214
CRD Number (if applicable):
SEC File Number (if applicable):

The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:
Name: Gary Scheier
Title: Individual
Phone: (415) 500-6900
Signature, Place, and Date of Signing:
/s/ Gary Scheier San FranciscoCA 11-12-2024
[Signature] [City, State] [Date]
Signed pursuant to a Power of Attorney dated August 28, 2024 and included as an Exhibit 99 to this Filing. Exhibit 99 POWER OF ATTORNEY Know all by these presents, that the undersigned William E. Oberndorf ("Grantor") has made, constituted and appointed, and by these presents does make, constitute and appoint Gary Scheier and Liane Wong (each, an "Attorney"), or any of them acting singly, the true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, of the Grantor, for and in Grantor's name, place and stead, in any and all capacities, to do all or any of the following acts, matters and things: (1) To sign on behalf of the Grantor statements on Form 13F or amendments thereto pursuant to Section 13(f) of the Securities Exchange Act of 1934 (the "Exchange Act"). (2) To do all such other acts and things as, in such Attorney's discretion, he deems appropriate or desirable for the purpose of filing such statements on Form 13F or amendments thereto. (3) To sign on behalf of the Grantor statements on Form N-PX or amendments thereto pursuant to Rule 14Ad-1 under the Exchange Act. (4) To do all such other acts and things as, in such Attorney's discretion, he deems appropriate or desirable for the purpose of filing such statements on Form N-PX or amendments thereto. (5) To sign on behalf of the Grantor statements of beneficial ownership and changes in beneficial ownership pursuant to Section 16 of the Exchange Act. (6) To do all such other acts and things as, in such Attorney's discretion, he deems appropriate or desirable for the purpose of filing such statements pursuant to Section 16 of the Exchange Act. (7) To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been originally appointed Attorney(s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor. (8) To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney may approve in such attorney-in-fact's discretion. The Grantor hereby ratifies and confirms all that each said agent and attorney-in-fact or any substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event. Actions taken by such Attorney pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not such Attorney shall have received notice of such event. Notwithstanding the foregoing, (i) in the event that such Attorney is no longer employed by Oberndorf Enterprises LLC, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time. IN WITNESS WHEREOF, Grantor duly assents to this Power of Attorney by his or its signature as of the 28th day of August, 2024. William E. Oberndorf /s/ William E. Oberndorf.
Report Type (Check only one.):
X 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
   13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
   13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
Confidential Treatment Requested. (The Manager has omitted from this public Form 13F one or more holding(s) for which it is requesting confidential treatment from the U.S. Securities and Exchange Commission pursuant to section 13(f) of the Exchange Act and rule 24b-2 thereunder)
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 8
Form 13F Information Table Value Total: 75,424,566
(round to nearest dollar)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
NONE