SEC Form 4 · accession 0000899243-17-010087
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Vinod Khosla
10% Owner
VK Services, LLC
10% Owner
Khosla Ventures IV, L.P.
10% Owner
Khosla Ventures Associates IV, LLC
10% Owner
Khosla Ventures IV (CF), L.P.
10% Owner
Period of report
Apr 12, 2017
Accepted (ET)
Apr 12, 2017 · 6:43 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 StockF1,F4,F5,F6,F7,F8,F2 | Apr 12, 2017 | C | 6,197,759 | — | A | 6,197,759 | I | See Footnote |
| Common StockF1,F4,F5,F6,F7,F8,F3 | Apr 12, 2017 | C | 396,235 | — | A | 396,235 | I | See Footnote |
| Common StockF1,F2 | Apr 12, 2017 | J | 6,197,759 | — | D | 0 | I | See Footnote |
| Common StockF1,F3 | Apr 12, 2017 | J | 396,235 | — | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF2,F4 | — | Apr 12, 2017 | C | 4,199,074 | D | — | — | Common Stock | 4,199,074 | 0 | I |
| Series B Preferred StockF3,F4 | — | Apr 12, 2017 | C | 268,455 | D | — | — | Common Stock | 268,455 | 0 | I |
| Series C Preferred StockF2,F5 | — | Apr 12, 2017 | C | 771,039 | D | — | — | Common Stock | 771,039 | 0 | I |
| Series C Preferred StockF3,F5 | — | Apr 12, 2017 | C | 49,294 | D | — | — | Common Stock | 49,294 | 0 | I |
| Series D Preferred StockF2,F6 | — | Apr 12, 2017 | C | 636,220 | D | — | — | Common Stock | 636,220 | 0 | I |
| Series D Preferred StockF3,F6 | — | Apr 12, 2017 | C | 40,675 | D | — | — | Common Stock | 40,675 | 0 | I |
| Series E Preferred StockF2,F7 | — | Apr 12, 2017 | C | 552,313 | D | — | — | Common Stock | 552,313 | 0 | I |
| Series E Preferred StockF3,F7 | — | Apr 12, 2017 | C | 35,310 | D | — | — | Common Stock | 35,310 | 0 | I |
| Series F Preferred StockF2,F8 | — | Apr 12, 2017 | C | 39,113 | D | — | — | Common Stock | 39,113 | 0 | I |
| Series F Preferred StockF3,F8 | — | Apr 12, 2017 | C | 2,501 | D | — | — | Common Stock | 2,501 | 0 | I |
| Class B Common StockF2,F1,F9 | — | Apr 12, 2017 | J | 6,197,759 | A | — | — | Class A Common Stock | 6,197,759 | 6,197,759 | I |
| Class B Common StockF3,F1,F9 | — | Apr 12, 2017 | J | 396,235 | A | — | — | Class A Common Stock | 396,235 | 396,235 | 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.
- F2Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F3Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F4The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
- F5The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
- F6The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
- F7The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
- F8The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
- F9Each 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.