SEC Form 4 · accession 0000899243-17-010137

Okta, Inc. · OKTA

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

Reporting owner

Patrick W Grady

Director · 10% Owner

Period of report

Apr 12, 2017

Accepted (ET)

Apr 12, 2017 · 9:24 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,F6,F7}	Apr 12, 2017	C	10,356,116	$0.00	A	10,356,116	I	By SC US GF V Holdings, Ltd.
Common Stock^{F1,F4,F5,F6,F7}	Apr 12, 2017	C	6,590,868	$0.00	A	6,590,868	I	By Sequoia Capital U.S. Growth Fund VI, L.P.
Common Stock^{F1,F4,F5,F6,F7}	Apr 12, 2017	C	330,132	$0.00	A	330,132	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P.
Common Stock^F1,F6,F7	Apr 12, 2017	J	10,356,116	$0.00	D	0	I	By SC US GF V Holdings, Ltd.
Common Stock^F1,F6,F7	Apr 12, 2017	J	6,590,868	$0.00	D	0	I	By Sequoia Capital U.S. Growth Fund VI, L.P.
Common Stock^F1,F6,F7	Apr 12, 2017	J	330,132	$0.00	D	0	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series C Preferred Stock^F6,F7,F2	—	Apr 12, 2017	C	6,939,289	D	—	—	Common Stock	6,939,289	0	I
Series D Preferred Stock^F6,F7,F3	—	Apr 12, 2017	C	3,416,827	D	—	—	Common Stock	3,416,827	0	I
Series E Preferred Stock^F6,F7,F4	—	Apr 12, 2017	C	4,819,975	D	—	—	Common Stock	4,819,975	0	I
Series E Preferred Stock^F6,F7,F4	—	Apr 12, 2017	C	241,279	D	—	—	Common Stock	241,279	0	I
Series F Preferred Stock^F6,F7,F5	—	Apr 12, 2017	C	1,773,893	D	—	—	Common Stock	1,773,893	0	I
Series F Preferred Stock^F6,F7,F5	—	Apr 12, 2017	C	88,853	D	—	—	Common Stock	88,853	0	I
Class B Common Stock^F6,F7,F8	—	Apr 12, 2017	J	10,356,116	A	—	—	Class A Common Stock	10,356,116	10,356,116	I
Class B Common Stock^F6,F7,F8	—	Apr 12, 2017	J	6,590,868	A	—	—	Class A Common Stock	6,590,868	6,590,868	I
Class B Common Stock^F6,F7,F8	—	Apr 12, 2017	J	330,132	A	—	—	Class A Common Stock	330,132	330,132	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 will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F2The 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.
F3The 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.
F4The 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.
F5The 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.
F6SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding shares held by SC US GF V Holdings, Ltd. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. The Reporting Person is a Director of SC US (TTGP), Ltd.
F7(Continued from footnote 6) The Reporting Person disclaims beneficial ownership of the securities held by the Sequoia Capital funds referred to above except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F8Each 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.