SEC Form 4 · accession 0000899243-17-028581
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
Oct 4, 2017
Accepted (ET)
Dec 12, 2017 · 9:43 pm EST
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 | Oct 4, 2017 | J | 1,279 | $0.00 | A | 1,279 | I | See Footnote |
| Class A Common StockF2 | Dec 8, 2017 | J | 1,278 | $0.00 | A | 1,278 | 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 StockF4,F5,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 12,685,586 | 12,685,586 | I |
| Class B Common StockF6,F7,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 3,307,700 | 3,307,700 | I |
Explanation of responses
- F1The reported securities were distributed to JP Morgan Trust Company, NA and Marc Andreessen as trustees of the Andreessen 1996 Living Trust in connection with a pro rata, in-kind distribution, and not a purchase or sale, of the shares by Greylock XIII-A Limited Partnership to its general and limited partners without consideration. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, 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.
- F2The reported securities were distributed to Marc Andreessen and his spouse as trustees of the LAMA Community Trust in connection with a pro rata, in-kind distribution, and not a purchase or sale, of the shares by Greylock XIII-A Limited Partnership to its general and limited partners without consideration. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, 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.
- F3Each 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.
- F4There is no reportable change since the last filing. This is a reiteration of holdings only. The 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 investment power with regard to the securities held by the AH I Fund Entities.
- F5(Continued from Footnote 4) The managing members of AH EP I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and investment power with respect to the shares held by the AH Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and 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.
- F6There is no reportable change since the last filing. This is a reiteration of holdings only. The 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 investment power with regard to the securities held by the AH Parallel Fund IV Entities.
- F7(Continued from Footnote 6) The managing members of AH EP IV Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and investment power with respect to the shares held by the AH Parallel Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and 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.