SEC FORM 4

SEC Form 4

FORM 4

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

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CITIGROUP INC

(Last)

(First)

(Middle)

399 PARK AVENUE

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ON2 TECHNOLOGIES INC [ ONT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2004		S		95,000	D	$1.12	819,200	I	By Subsidiary ^{( 1 )}

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C-IV Preferred Stock	^{( 2 )}							^{( 2 )}	^{( 2 )}	Common Stock	2,792,257		1,849,057	I	By Subsidiary ^{( 1 )}
Series C-V Preferred Stock	^{( 3 )}							^{( 3 )}	^{( 3 )}	Common Stock	2,993,273		2,176,876	I	By Subsidiary ^{( 1 )}
Certies C-VI Preferred Stock	^{( 4 )}							^{( 4 )}	^{( 4 )}	Common Stock	1,220,911		1,139,378	I	By Subsidiary ^{( 1 )}
Series C-VI Warrants	^{( 5 )}							^{( 5 )}	^{( 5 )}	Common Stock	5,357,143		5,357,143	I	By Subsidiary ^{( 1 )}
Common Stock Options	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	30,000		30,000	I	By Subsidiary ^{( 1 )}
Series A Preferred Stock	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	400,000		400,000	I	By Subsidiary ^{( 1 )}

1. Name and Address of Reporting Person^*

CITIGROUP INC

(Last)

(First)

(Middle)

399 PARK AVENUE

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRAVELERS INDEMNITY CO

(Last)

(First)

(Middle)

ONE TOWER SQUARE

(Street)

HARTFORD

06183

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRAVELERS INSURANCE GROUP HOLDINGS INC

(Last)

(First)

(Middle)

ONE TOWER SQUARE

(Street)

HARTFORD

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRAVELERS PROPERTY CASUALTY CORP

(Last)

(First)

(Middle)

ONE TOWER SQUARE

(Street)

HARTFORD

06183

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TRAVELERS INSURANCE CO

(Last)

(First)

(Middle)

ONE TOWER SQUARE

(Street)

HARTFORD

06183

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CITIGROUP INSURANCE HOLDING CORP

(Last)

(First)

(Middle)

3120 BRECKINRIDGE BOULEVARD

(Street)

DULUTH

30199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ASSOCIATED MADISON COMPANIES INC

(Last)

(First)

(Middle)

153 EAST 53RD ST.

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CITIGROUP ALTERNATIVE INVESTMENTS INC

(Last)

(First)

(Middle)

399 PARK AVENUE

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CITIGROUP INVESTMENTS INC

(Last)

(First)

(Middle)

399 PARK AVENUE

(Street)

NEW YORK

10043

(City)

(State)

(Zip)

Explanation of Responses:

1. See General Remarks.

2. The Series C-IV Preferred Stock has an exercise price of $1.75 per share, is exercisable immediately and has no expiration date.

3. The Series C-V Preferred Stock has an exercise price of $0.9047 per share, is exercisable immediately and has no expiration date.

4. The Series C-VI Preferred Stock has an exercise price of $0.5222 per share, is exercisable immediately and has no expiration date.

5. The Series C-VI Warrants have an exercise price of $0.56 per share, are exercisable immediately and have an expiration date of 8/9/2005.

6. The Common Stock Options have an exercise price of $6 per share, are exercisable immediately and have no expiration date. The common stock options were granted by the Issuer to a former employee of Citigroup Inc. as compensation for his services on the Issuer's Board of Directors. In accordance with corporate policy, Citigroup instructed the employee to assign all of these options to TIC.

7. The Series A Preferred Stock has an exercise price of $7.50 per share, is exercisable immediately and has no expiration date

Remarks:

All securities reported herein are directly beneficially owned by The Travelers Insurance Company ("TIC") and/or The Travelers Indemnity Company ("Travelers Indemnity"). Citigroup Alternative Investments LLC ("CAI"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, manages the investments in the Issuer's securities on behalf of Travelers Indemnity. TIC is a wholly owned subsidiary of Citigroup Insurance Holding Corporation ("Citigroup Insurance"), which is a wholly owned subsidiary of Associated Madison Companies, Inc. ("Associated Madison"), which is a wholly owned subsidiary of Citigroup Inc. ("Citigroup"). Travelers Indemnity is a wholly owned subsidiary of Travelers Insurance Group Holdings Inc. ("TIGHI"), which is a wholly owned subsidiary of Travelers Property Casualty Corp. ("TAP"). CAI is a wholly owned subsidiary of Citigroup Investments Inc. ("CII"), which is a wholly owned subsidiary of Citigroup. CAI, CII, TIGHI, TAP, Citigroup Insurance, Associated Madison and Citigroup disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interests therein.

	Citigroup Inc., By Serena D. Moe, Assistant Secretary	02/06/2004
	Travelers Property Casualty Corp., By Paul H. Eddy, Assistant Secretary	02/06/2004
	The Travelers Insurance Company, By Joseph B. Wollard, Assistant Secretary	02/06/2004
	Citigroup Alternative Investments LLC, By Millie Kim, Secretary	02/06/2004
	Citigroup Investments Inc., By Millie Kim, Secretary	02/06/2004
	The Travelers Indemnity Company, By Paul H. Eddy, Assistant Secretary	02/06/2004
	Citigroup Insurance Holding Corporation, By Joseph B. Wollard, Assistant Secretary	02/06/2004
	Travelers Insurance Group Holdings Inc., By Paul H. Eddy, Assistant Secretary	02/06/2004
	Associated Madison Companies, Inc., By Joseph B. Wollard, Assistant Secretary	02/06/2004
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.