SEC FORM 4

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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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CASSARINI JOHN

(Last)

(First)

(Middle)

WALTHAM WOODS

880 WINTER STREET, BUILDING 4

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ON TECHNOLOGY CORP [ ONTC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2004

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

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

X	Form filed by One Reporting Person
	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)

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)
Common Stock Option	$1	02/13/2004		D			10,000	⁽¹⁾	04/26/2011	Common Stock	10,000	$3	0	D
Common Stock Option	$1.4375	02/13/2004		D			2,500	⁽¹⁾	01/26/2011	Common Stock	2,500	$2.56	0	D
Common Stock Option	$1.6	02/13/2004		D			25,000	⁽²⁾	05/15/2013	Common Stock	25,000	$2.4	0	D
Common Stock	$2.8	02/13/2004		D			25,000	⁽³⁾	01/16/2012	Common Stock	25,000	$1.2	0	D

Explanation of Responses:

1. Options vest in twelve (12) quarterly installments beginning from the date of the grant (if issued prior to April 30, 1999) or in four (4) quarterly installments beginning from the date of grant (if issued after April 30, 1999). Immediately prior to the effective time of the merger, vesting for all options was accelerated by 100%. Pursuant to the merger agreement, at the effective time of the merger each outstanding vested option entited the reporting person to receive an amount in cash equal to the excess, if any, of $4.00 over the per share exercise price of the option.

2. Options vest annually over three years, beginning from the date of grant. Immediately prior to the effective time of the merger, vesting for all options was accelerated 100%. Pursuant to the merger agreement, at the effective time of the merger each outstanding bested option entited the reporting person to receive an amount in cash equal to the excess, if any, of $4.00 over the per share exercise price of the option.

3. Options vest annually over three (3) years. Immediately prior to the effective time of the merger, all options were accelerated by twenty-four (24) months. Pursuant to the merger agreement, at the effective time of the merger each outstanding vested option entitled the reporting person to receive an amount in cash equal to the excess, if any, of $4.00 over the per share exercise price of the option.

	John Cassarini	02/17/2004
	** 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).
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