ON24 (ONTF) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Canaan Equity Aggregator LLC

(Last) (First) (Middle)

1624 MARKET STREET, SUITE 226, PMB 29471

(Street)

DENVER CO 80802

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2021

3. Issuer Name and Ticker or Trading Symbol
ON24 INC [ ONTF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A-1 Preferred Stock	(1)	(1)	Common Stock	762,591	(1)	D(2)
Class A-2 Preferred Stock	(1)	(1)	Common Stock	5,463,677	(1)	D(2)

1. Name and Address of Reporting Person^*

Canaan Equity Aggregator LLC

(Last) (First) (Middle)

1624 MARKET STREET, SUITE 226, PMB 29471

(Street)

DENVER CO 80802

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CANAAN EXTEND FUND, L.P.

(Last) (First) (Middle)

1624 MARKET STREET, SUITE 226, PMB 29471

(Street)

DENVER CO 80802

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Canaan Extend Fund, LLC

(Last) (First) (Middle)

1624 MARKET STREET, SUITE 226, PMB 29471

(Street)

DENVER CO 80802

(City) (State) (Zip)

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The shares of convertible preferred stock will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

2. Shares held by Canaan Equity Aggregator LLC ("Canaan Equity"). Canaan Extend Fund, L.P. ("Canaan Extend Fund") is the sole member of Canaan Equity. Canaan Extend Fund, LLC ("Canaan Extend Fund GP") is the general partner of Canaan Extend Fund, L.P. Each of Canaan Extend Fund and Canaan Extend Fund GP disclaims beneficial ownership of the shares held by Canaan Equity except to the extent of their pecuniary interest therein, if any.

Remarks:

	Canaan Equity Aggregator LLC, By: Canaan Extend Fund, L.P., its sole member, By: Canaan Extend Fund, LLC, its general partner, By: /s/ Robert Keppler, Title: Managing Member	02/02/2021
	Canaan Extend Fund, L.P., By: Canaan Extend Fund, LLC, its general partner, By: /s/ Robert Keppler, Title: Managing Member	02/02/2021
	Canaan Extend Fund, LLC, By: /s/ Robert Keppler, Title: Managing Member	02/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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