SEC Form 4 · accession 0000899243-17-010054

Okta, Inc. · OKTA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Greylock XIII Limited Partnership

10% Owner

Greylock XIII-A Limited Partnership

10% Owner

Greylock XIII GP LLC

10% Owner

Period of report

Apr 12, 2017

Accepted (ET)

Apr 12, 2017 · 2:16 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001660134

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^{F1,F2,F3,F4,F5,F6,F7,F8}	Apr 12, 2017	C	12,255,309	$0.00	A	12,255,309	I	By Greylock XIII Limited Partnership
Common Stock^{F1,F2,F3,F4,F5,F6,F7,F9}	Apr 12, 2017	C	1,103,342	$0.00	A	1,103,342	I	By Greylock XIII-A Limited Partnership
Common Stock^F1,F8	Apr 12, 2017	J	12,255,309	$0.00	D	0	I	By Greylock XIII Limited Partnership
Common Stock^F1,F9	Apr 12, 2017	J	1,103,342	$0.00	D	0	I	By Greylock XIII-A Limited Partnership

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F8,F2	—	Apr 12, 2017	C	4,929,790	D	—	—	Common Stock	4,929,790	0	I
Series A Preferred Stock^F9,F2	—	Apr 12, 2017	C	443,829	D	—	—	Common Stock	443,829	0	I
Series B Preferred Stock^F8,F3	—	Apr 12, 2017	C	2,877,993	D	—	—	Common Stock	2,877,993	0	I
Series B Preferred Stock^F9,F3	—	Apr 12, 2017	C	259,105	D	—	—	Common Stock	259,105	0	I
Series C Preferred Stock^F8,F4	—	Apr 12, 2017	C	1,245,772	D	—	—	Common Stock	1,245,772	0	I
Series C Preferred Stock^F9,F4	—	Apr 12, 2017	C	112,156	D	—	—	Common Stock	112,156	0	I
Series D Preferred Stock^F8,F5	—	Apr 12, 2017	C	1,158,939	D	—	—	Common Stock	1,158,939	0	I
Series D Preferred Stock^F9,F5	—	Apr 12, 2017	C	104,338	D	—	—	Common Stock	104,338	0	I
Series E Preferred Stock^F8,F6	—	Apr 12, 2017	C	949,734	D	—	—	Common Stock	949,734	0	I
Series E Preferred Stock^F9,F6	—	Apr 12, 2017	C	85,504	D	—	—	Common Stock	85,504	0	I
Series F Preferred Stock^F8,F7	—	Apr 12, 2017	C	1,093,081	D	—	—	Common Stock	1,093,081	0	I
Series F Preferred Stock^F9,F7	—	Apr 12, 2017	C	98,410	D	—	—	Common Stock	98,410	0	I
Class B Common Stock^F8,F10,F9	—	Apr 12, 2017	J	12,255,309	A	—	—	Class A Common Stock	12,255,309	12,255,309	I
Class B Common Stock^F9,F10	—	Apr 12, 2017	J	1,103,342	A	—	—	Class A Common Stock	1,103,342	1,103,342	I

Explanation of responses

F1Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F10Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
F2The Series A Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F3The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F4The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F5The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F6The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F7The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
F8The shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP Limited Liability Company ("Greylock XIII GP") is the sole General Partner of Greylock XIII LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F9The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP"). Greylock XIII GP Limited Liability Company ("Greylock XIII GP") is the sole General Partner of Greylock XIII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.