FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Canaan Equity Aggregator LLC
2. Issuer Name and Ticker or Trading Symbol

ON24 INC. [ ONTF ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1624 MARKET STREET, SUITE 226, PMB 29471
3. Date of Earliest Transaction (MM/DD/YYYY)

8/2/2021
(Street)

DENVER, CO 80802
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 8/2/2021  J(1)  1250000 D$0.00 (1)4509298 D (2) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On August 2, 2021, Canaan Equity Aggregator LLC ("Canaan Equity") distributed, for no consideration, an aggregate of 1,250,000 shares of Common Stock of the Issuer to its sole member, Canaan Extend Fund, L.P. ("Canaan Extend Fund"). On the same date, Canaan Extend Fund distributed, for no consideration, the shares of Common Stock it received in the distribution by Canaan Equity to its limited partners and general partner, Canaan Extend Fund, LLC ("Canaan Extend Fund GP"). On the same date, Canaan Extend Fund GP distributed, for no consideration, the shares of Common Stock it received in the distribution by Canaan Extend Fund to its members. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(2) Shares held by Canaan Equity. Canaan Extend Fund is the sole member of Canaan Equity. Canaan Extend Fund GP is the general partner of Canaan Extend Fund. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Canaan Equity Aggregator LLC
1624 MARKET STREET, SUITE 226, PMB 29471
DENVER, CO 80802

X

CANAAN EXTEND FUND, L.P.
1624 MARKET STREET, SUITE 226, PMB 29471
DENVER, CO 80802

X

Canaan Extend Fund, LLC
1624 MARKET STREET, SUITE 226, PMB 29471
DENVER, CO 80802

X


Signatures
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 Member8/4/2021
**Signature of Reporting PersonDate

Canaan Extend Fund, L.P., By: Canaan Extend Fund, LLC, its general partner, By: /s/ Robert Keppler, Title: Managing Member8/4/2021
**Signature of Reporting PersonDate

Canaan Extend Fund, LLC, By: /s/ Robert Keppler, Title: Managing Member8/4/2021
**Signature of Reporting PersonDate

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