SEC Form 4 · accession 0000899243-17-029258

Okta, Inc. · OKTA

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

Reporting owner

Director · 10% Owner

Period of report

Dec 15, 2017

Accepted (ET)

Dec 19, 2017 · 8:32 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^F2	Dec 15, 2017	C	2,071,223	$0.00	A	2,071,223	I	By SC US GF V Holdings, Ltd.
Class A Common Stock^F2	Dec 15, 2017	C	1,318,174	$0.00	A	1,318,174	I	By Sequoia Capital U.S. Growth Fund VI, L.P.
Class A Common Stock^F2	Dec 15, 2017	C	66,026	$0.00	A	66,026	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P.
Class A Common Stock^F2	Dec 15, 2017	J	2,071,223	$0.00	D	0	I	By SC US GF V Holdings, Ltd.
Class A Common Stock^F2	Dec 15, 2017	J	1,318,174	$0.00	D	0	I	By Sequoia Capital U.S. Growth Fund VI, L.P.
Class A Common Stock^F2	Dec 15, 2017	J	66,026	$0.00	D	0	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P.
Class A Common Stock	Dec 15, 2017	J	77,830	$0.00	A	77,830	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F2,F4	—	Dec 15, 2018	C	2,071,223	D	—	—	Class A Common Stock	2,071,223	8,284,893	I
Class B Common Stock^F2,F4	—	Dec 15, 2018	C	1,318,174	D	—	—	Class A Common Stock	1,318,174	5,272,694	I
Class B Common Stock^F2,F4	—	Dec 15, 2018	C	66,026	D	—	—	Class A Common Stock	66,026	264,106	I

F1Represents a distribution of Class A Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.
F2SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding shares held by SC US GF V Holdings, Ltd. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P The Reporting Person is a Director of SC US (TTGP), Ltd. The Reporting Person disclaims beneficial ownership of the securities held by the Sequoia Capital funds 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.
F3Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (1) above.
F4Each 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.