Sec Form 4 Filing - Canaan Equity Aggregator LLC @ ON24 INC. - 2021-08-02

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 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/YY) 08/02/2021 (Street) DENVER, CO80802 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 08/02/2021 J( 1 ) 1,250,000 D $ 0 ( 1 ) 4,509,298 D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Canaan Equity Aggregator LLC 1624 MARKET STREET, SUITE 226, PMB 29471 DENVER, CO80802 X CANAAN EXTEND FUND, L.P. 1624 MARKET STREET, SUITE 226, PMB 29471 DENVER, CO80802 X Canaan Extend Fund, LLC 1624 MARKET STREET, SUITE 226, PMB 29471 DENVER, CO80802 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 Member 08/04/2021 Signature of Reporting Person Date Canaan Extend Fund, L.P., By: Canaan Extend Fund, LLC, its general partner, By: /s/ Robert Keppler, Title: Managing Member 08/04/2021 Signature of Reporting Person Date Canaan Extend Fund, LLC, By: /s/ Robert Keppler, Title: Managing Member 08/04/2021 Signature of Reporting Person Date

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.

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 4(b)(v).

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