SEC Form 4 · accession 0000899243-17-028585

Okta, Inc. · OKTA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Benjamin A Horowitz

Director · 10% Owner

Period of report

Dec 8, 2017

Accepted (ET)

Dec 12, 2017 · 9:48 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 Stock^F1	Dec 8, 2017	C	6,342,793	$0.00	A	6,342,793	I	By Andreessen Horowitz Fund I, L.P.
Class A Common Stock^F1	Dec 8, 2017	J	6,342,793	$0.00	D	0	I	By Andreessen Horowitz Fund I, L.P.
Class A Common Stock^F1	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 Stock^F3,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 Stock^F3,F4	Dec 8, 2017	J	1,653,850	$0.00	D	0	I	By AH Parallel Fund IV, L.P.
Class A Common Stock^F3,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 Stock^F1	Dec 8, 2017	J	1,696,259	$0.00	D	0	I	By AH Equity Partners I, L.L.C.
Class A Common Stock^F3,F4	Dec 8, 2017	J	16,143	$0.00	D	0	I	By AH Equity Partners IV (Parallel), L.L.C.
Class A Common Stock^F5	Dec 8, 2017	J	31,909	$0.00	A	31,909	I	By AH Capital Management, L.L.C.
Class A Common Stock^F6	Dec 8, 2017	J	828,530	$0.00	A	828,530	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 Stock^F7,F1	—	Dec 8, 2017	C	6,342,793	D	—	—	Class A Common Stock	6,342,793	6,342,793	I
Class B Common Stock^F7,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. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of his 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 respective 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. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of his 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. The Reporting Person 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 directly by a family trust for which the Reporting Person is a trustee.
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

This report is one of two reports, 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.