SEC Form 4 · accession 0000899243-17-028583
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
Dec 8, 2017
Accepted (ET)
Dec 12, 2017 · 9:47 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 | Dec 8, 2017 | C | 6,342,793 | $0.00 | A | 6,342,793 | I | By Andreessen Horowitz Fund I, L.P. |
| Class A Common StockF1 | Dec 8, 2017 | J | 6,342,793 | $0.00 | D | 0 | I | By Andreessen Horowitz Fund I, L.P. |
| Class A Common StockF1 | Dec 8, 2017 | J | 1,696,259 | $0.00 | A | 1,696,259 | I | By AH Equity Partners I, L.L.C. |
| Class A Common StockF3,F4 | Dec 8, 2017 | C | 1,653,850 | $0.00 | A | 1,653,850 | I | By AH Parallel Fund IV, L.P. |
| Class A Common StockF3,F4 | Dec 8, 2017 | J | 1,653,850 | $0.00 | D | 0 | I | By AH Parallel Fund IV, L.P. |
| Class A Common StockF3,F4 | Dec 8, 2017 | J | 16,143 | $0.00 | A | 16,143 | I | By AH Equity Partners IV (Parallel), L.L.C. |
| Class A Common StockF1 | Dec 8, 2017 | J | 1,696,259 | $0.00 | D | 0 | I | By AH Equity Partners I, L.L.C. |
| Class A Common StockF3,F4 | Dec 8, 2017 | J | 16,143 | $0.00 | D | 0 | I | By AH Equity Partners IV (Parallel), |
| Class A Common StockF5 | Dec 8, 2017 | J | 31,909 | $0.00 | A | 31,909 | I | By AH Capital Management, L.L.C. |
| Class A Common StockF6 | Dec 8, 2017 | J | 970,778 | $0.00 | A | 972,056 | I | See footnote |
| Class A Common StockF7 | holding | — | — | — | 1,279 | 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 StockF8,F1 | — | Dec 8, 2017 | C | 6,342,793 | D | — | — | Class A Common Stock | 6,342,793 | 6,342,793 | I |
| Class B Common StockF8,F3,F4 | — | Dec 8, 2017 | C | 1,653,850 | D | — | — | Class A Common Stock | 1,653,850 | 1,653,850 | I |
Explanation of responses
- F1The 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. 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.
- F2Represents pro rata, in-kind distributions, and not a purchase or sale, of securities without consideration, by such distributing entity to its partners, members and/or assigns.
- F3The 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.
- F4(Continued from Footnote 3) 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.
- F5The reported securities are held by AH Capital Management, L.L.C. The managing members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and investment power with respect to the shares held by AH Capital Management, L.L.C. 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.
- F6The reported securities are held by the LAMA Community Trust of which Marc Andreessen and his spouse are trustees. 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.
- F7The reported securities are held by JP Morgan Trust Company, NA and Marc Andreessen as trustees of the Andreessen 1996 Living Trust. 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.
- 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.
Remarks
This report is one of two reports (the other report is being filed by Ben Horowitz on the same filing date), each on a separate Form 4, but relating to the same transactions being reported by entities affiliated with AH Capital Management and their associated managing members.