SEC Form 4 · accession 0000899243-17-023528
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
Oct 3, 2017
Accepted (ET)
Oct 4, 2017 · 4:40 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Oct 3, 2017 | C | 3,119,410 | $0.00 | A | 3,119,410 | I | By Greylock XIII Limited Partnership |
| Class A Common StockF4,F2,F5 | Oct 3, 2017 | C | 280,840 | $0.00 | A | 280,840 | I | By Greylock XIII-A Limited Partnership |
| Class A Common StockF6 | Oct 4, 2017 | J | 3,119,410 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF7 | Oct 4, 2017 | J | 280,840 | $0.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F3 | — | Oct 3, 2017 | C | 3,119,410 | D | — | — | Class A Common Stock | 3,119,410 | 9,135,899 | I |
| Class B Common StockF4,F2,F5 | — | Oct 3, 2017 | C | 280,840 | D | — | — | Class A Common Stock | 280,840 | 822,502 | I |
Explanation of responses
- F1Represents 3,119,410 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII Limited Partnership ("Greylock XIII LP").
- F2Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date.
- F3The shares are held directly by 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.
- F4Represents 280,840 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP").
- F5The shares are held directly by Greylock XIII-A LP. 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.
- F6Represents a pro-rata, in-kind distribution by Greylock XIII LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
- F7Represents a pro-rata, in-kind distribution by Greylock XIII-A LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.