SEC Form 4 · accession 0000899243-17-010142
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F6 | Apr 12, 2017 | C | 10,356,116 | $0.00 | A | 10,356,116 | I | By SC US GF V Holdings, Ltd. |
| Common StockF1,F4,F5,F6 | 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 StockF1,F4,F5,F6 | Apr 12, 2017 | C | 330,132 | $0.00 | A | 330,132 | I | By Sequoia Capital U.S. Growth VI Principals Fund, L.P. |
| Common StockF1,F7,F6 | Apr 12, 2017 | J | 10,356,116 | $0.00 | D | 0 | I | By SC US GF V Holdings, Ltd. |
| Common StockF1,F7,F6 | Apr 12, 2017 | J | 6,590,868 | $0.00 | D | 0 | I | By Sequoia Capital U.S. Growth Fund VI, L.P. |
| Common StockF1,F7,F6 | 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 StockF6,F2 | — | Apr 12, 2017 | C | 6,939,289 | D | — | — | Common Stock | 6,939,289 | 0 | I |
| Series D Preferred StockF6,F3 | — | Apr 12, 2017 | C | 3,416,827 | D | — | — | Common Stock | 3,416,827 | 0 | I |
| Series E Preferred StockF6,F4 | — | Apr 12, 2017 | C | 4,819,975 | D | — | — | Common Stock | 4,819,975 | 0 | I |
| Series E Preferred StockF6,F4 | — | Apr 12, 2017 | C | 241,279 | D | — | — | Common Stock | 241,279 | 0 | I |
| Series F Preferred StockF6,F5 | — | Apr 12, 2017 | C | 1,773,893 | D | — | — | Common Stock | 1,773,893 | 0 | I |
| Series F Preferred StockF6,F5 | — | Apr 12, 2017 | C | 88,853 | D | — | — | Common Stock | 88,853 | 0 | I |
| Class B Common StockF6,F7 | — | Apr 12, 2017 | J | 10,356,116 | A | — | — | Class A Common Stock | 10,356,116 | 10,356,116 | I |
| Class B Common StockF6,F7 | — | Apr 12, 2017 | J | 6,590,868 | A | — | — | Class A Common Stock | 6,590,868 | 6,590,868 | I |
| Class B Common StockF6,F7 | — | 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 was 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. 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.
- F7Each 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.
Remarks
* /s/ Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd., which 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. ** /s/ Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd., which 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. *** /s/ Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd., which 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., which together own 100% of the outstanding shares of SC US GF V Holdings, Ltd.