SEC Form 4 · accession 0000899243-17-010138
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Marc L Andreessen
10% Owner
AH Equity Partners I, L.L.C.
10% Owner
Andreessen Horowitz Fund I, L.P.
10% Owner
Andreessen Horowitz Fund I-B, L.P.
10% Owner
Andreessen Horowitz Fund I-A, L.P.
10% Owner
AH Parallel Fund IV, L.P.
10% Owner
AH Parallel Fund IV-A, L.P.
10% Owner
AH Parallel Fund IV-B, L.P.
10% Owner
AH Parallel Fund IV-Q, L.P.
10% Owner
Period of report
Apr 12, 2017
Accepted (ET)
Apr 12, 2017 · 9:25 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,F2,F3,F4,F5,F8 | Apr 12, 2017 | C | 12,685,586 | $0.00 | A | 12,685,586 | I | By Andreessen Horowitz Fund I, L.P. |
| Common StockF1,F6,F7,F9,F10 | Apr 12, 2017 | C | 3,307,700 | $0.00 | A | 3,307,700 | I | By AH Parallel Fund IV, L.P. |
| Common StockF1,F11,F8 | Apr 12, 2017 | J | 12,685,586 | — | D | 0 | I | By Andreessen Horowitz Fund I, L.P. |
| Common StockF1,F11,F9,F10 | Apr 12, 2017 | J | 3,307,700 | — | D | 0 | I | By AH Parallel Fund IV, 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 A Preferred StockF8,F2 | — | Apr 12, 2017 | C | 6,385,882 | D | — | — | Common Stock | 6,385,882 | 0 | I |
| Series B Preferred StockF8,F3 | — | Apr 12, 2017 | C | 3,308,719 | D | — | — | Common Stock | 3,308,719 | 0 | I |
| Series C Preferred StockF8,F4 | — | Apr 12, 2017 | C | 1,551,393 | D | — | — | Common Stock | 1,551,393 | 0 | I |
| Series D Preferred StockF8,F5 | — | Apr 12, 2017 | C | 1,439,592 | D | — | — | Common Stock | 1,439,592 | 0 | I |
| Series E Preferred StockF9,F10,F6 | — | Apr 12, 2017 | C | 1,444,953 | D | — | — | Common Stock | 1,444,953 | 0 | I |
| Series F Preferred StockF9,F10,F7 | — | Apr 12, 2017 | C | 1,862,747 | D | — | — | Common Stock | 1,862,747 | 0 | I |
| Class B Common StockF8,F11 | — | Apr 12, 2017 | J | 12,685,586 | A | — | — | Class A Common Stock | 12,685,586 | 12,685,586 | I |
| Class B Common StockF9,F10,F11 | — | Apr 12, 2017 | J | 3,307,700 | A | — | — | Class A Common Stock | 3,307,700 | 3,307,700 | 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.
- F10(Continued from Footnote 9) Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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.
- F11Each 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 reported securities are held by Andreessen Horowitz Fund I, L.P., for itself and as nominee for Andreessen Horowitz Fund I-A, L.P. and Andreessen Horowitz Fund I-B, L.P. (collectively, the "AH Fund I Entities"). AH Equity Partners I, L.L.C. ("AH EP I") is the general partner of the AH Fund I Entities and has sole voting and dispositive power with regard to the securities held by the AH I Fund Entities. The managing members of AH EP I are Marc Andreessen and the Ben Horowitz. Marc Andreessen and the Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund I Entities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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.
- F9The reported securities are held by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel") is the general partner of the AH Parallel Fund IV Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel Fund IV Entities. The managing members of AH EP IV Parallel are Marc Andreessen and the Ben Horowitz. Marc Andreessen and the Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund IV Entities.