SEC Form 4 · accession 0000899243-17-028657
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 11, 2017
Accepted (ET)
Dec 13, 2017 · 9:35 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 StockF2 | Dec 11, 2017 | C | 939,910 | $0.00 | A | 939,910 | I | See footnote |
| Class A Common StockF3 | Dec 11, 2017 | C | 60,090 | $0.00 | A | 60,090 | I | See footnote |
| Class A Common StockF2 | Dec 11, 2017 | J | 939,910 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF3 | Dec 11, 2017 | J | 60,090 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF6 | Dec 11, 2017 | J | 101,409 | $0.00 | A | 101,409 | I | See footnote |
| Class A Common StockF6 | Dec 11, 2017 | J | 90 | $0.00 | A | 101,499 | I | See footnote |
| Class A Common StockF6 | Dec 11, 2017 | J | 101,499 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF8 | Dec 11, 2017 | J | 90,002 | $0.00 | A | 263,253 | I | See footnote |
| Class A Common StockF1,F2 | Dec 12, 2017 | C | 281,973 | $0.00 | A | 281,973 | I | See footnote |
| Class A Common StockF9,F2 | Dec 12, 2017 | S | 262,672 | $25.45 | D | 19,301 | I | See footnote |
| Class A Common StockF10,F2 | Dec 12, 2017 | S | 19,301 | $26.01 | D | 0 | I | See footnote |
| Class A Common StockF1,F3 | Dec 12, 2017 | C | 18,027 | $0.00 | A | 18,027 | I | See footnote |
| Class A Common StockF11,F3 | Dec 12, 2017 | S | 16,793 | $25.45 | D | 1,234 | I | See footnote |
| Class A Common StockF12,F3 | Dec 12, 2017 | S | 1,234 | $26.01 | D | 0 | I | See footnote |
| Class A Common StockF1,F2 | Dec 13, 2017 | C | 234,977 | $0.00 | A | 234,977 | I | See footnote |
| Class A Common StockF13,F2 | Dec 13, 2017 | S | 234,789 | $25.45 | D | 188 | I | See footnote |
| Class A Common StockF14,F2 | Dec 13, 2017 | S | 188 | $26.06 | D | 0 | I | See footnote |
| Class A Common StockF1,F3 | Dec 13, 2017 | C | 15,023 | $0.00 | A | 15,023 | I | See footnote |
| Class A Common StockF15,F3 | Dec 13, 2017 | S | 15,011 | $25.45 | D | 12 | I | See footnote |
| Class A Common StockF16,F3 | Dec 13, 2017 | S | 12 | $26.06 | 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 StockF17,F2 | — | Dec 11, 2017 | C | 939,910 | D | — | — | Class A Common Stock | 939,910 | 3,613,007 | I |
| Class B Common StockF17,F3 | — | Dec 11, 2017 | C | 60,090 | D | — | — | Class A Common Stock | 60,090 | 230,987 | I |
| Class B Common StockF17,F2 | — | Dec 12, 2017 | C | 281,973 | D | — | — | Class A Common Stock | 281,973 | 3,331,034 | I |
| Class B Common StockF17,F3 | — | Dec 12, 2017 | C | 18,027 | D | — | — | Class A Common Stock | 18,027 | 212,960 | I |
| Class B Common StockF17,F2 | — | Dec 13, 2017 | C | 234,977 | D | — | — | Class A Common Stock | 234,977 | 3,096,057 | I |
| Class B Common StockF17,F3 | — | Dec 13, 2017 | C | 15,023 | D | — | — | Class A Common Stock | 15,023 | 197,937 | I |
Explanation of responses
- F1Pursuant to a conversion exempt under Rule 16b-6(b), shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.96 to $26.25, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (10) to this Form 4.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $24.96 to $25.955, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (11) to this Form 4.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.96 to $26.25, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (12) to this Form 4.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.06 to $26.05, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (13) to this Form 4.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at $26.06. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (14) to this Form 4.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.06 to $26.05, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (15) to this Form 4.
- F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at $26.06. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (16) to this Form 4.
- F17Each 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.
- F2Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F3Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F4On December 11, 2017, 939,910 shares of Class A Common Stock held by KV IV were distributed to the limited partners and general partners of KV IV.
- F5On December 11, 2017, 60,090 shares of Class A Common Stock held by KV IV (CF) were distributed to the limited partners and general partners of KV IV (CF).
- F6Consists of securities held of record by KVA IV. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KVA IV, and each of VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KVA IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F7On December 11, 2017, 101,499 shares of Class A Common Stock held by KVA IV were distributed to the members of KVA IV.
- F8Consists of securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $24.96 to $25.955, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (9) to this Form 4.