UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Cavion Technologies, Inc.
(Name of Issuer)
Class A Common Stock, $.0001 par value)
(Title of Class of Securities)
149649 10 5
(CUSIP Number)
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jeffrey W. Marshall
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization
U.S.
Number of Shares 5) Sole Voting Power 247,898
Beneficially Owned 6) Shared Voting Power 500
By Each Reporting 7) Sole Dispositive Power 247,898
Person With 8) Shared Dispositive
Power 500
9) Aggregate Amount Beneficially Owned by Each Reporting Person
248,398
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
11) Percent of Class Represented by Amount in Row (9)
5.0%
12) Type of Reporting Person
IN
SCHEDULE 13G FOR
JEFFREY W. MARSHALL
Item 1(a) Name of Issuer: Cavion Technologies, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
6446 S. Kenton Street, Englewood, Colorado 80111
Item 2(a) Name of Person Filing: Jeffrey W. Marshall
Item 2(b) Address of Principal Business Office or, if None,
Residence: The address of the principal business office of
Mr. Marshall is 6446 S. Kenton Street, Englewood, Colorado
80111
Item 2(c) Citizenship: Mr. Marshall is a United States Citizen.
Item 2(d) Title of Class of Securities: Class A Common Stock, $.0001
par value.
Item 2(e) CUSIP Number: 149649-10-5
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under
Section 15 of the Securities Exchange Act of 1934
(the "Act").
(b) [ ] Bank as defined in Section 3(a)(6) of
the Act.
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act.
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act of 1940.
(e) [ ] Investment Adviser registered under
Section 203 of the Investment Advisers Act of
1940.
(f) [ ] Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security Act of 1974
or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g) [ ] Parent Holding Company, in accordance
with Rule 13d-1(b)(ii)(G) of the Act.
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H) of the Act.
Not applicable.
Item 4 Ownership:
(a) Amount Beneficially Owned: Mr. Marshall is the
beneficial owner of 248,398 shares of Class A Common
Stock as of March 19, 2000. Includes 500 shares owned
by his spouse, Sharon, and 5,509 shares of Class B
Common Stock which are currently convertible into the
same number of shares of Class A Common Stock. Also
includes 33,334 shares issuable to Mr. Marshall upon
the exercise of outstanding stock options exercisable
on March 19, 2000, or within 60 days thereafter. Does
not include 66,666 unvested options subject to a
vesting schedule.
(b) Percent of Class: 5.0% (based on 4,902,326
shares of Common Stock outstanding on March 19, 2000.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote: 247,898 shares.
(ii) shared power to vote or to
direct the vote: 500 shares.
(iii) sole power to
dispose or to direct the disposition of: 247,898
shares.
(iv) shared power to
dispose or to direct the disposition of: 500
shares.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding
Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable.
Not filed pursuant to Rule 13d-1(b).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: 3-16, 2000 /s/Jeffrey W. Marshall
Jeffrey W. Marshall
