SEC Form 4 · accession 0000899243-18-007138

Okta, Inc. · OKTA

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

Reporting owners

Greylock XIII Limited Partnership

10% Owner

Greylock XIII-A Limited Partnership

10% Owner

Greylock XIII GP LLC

Other

Period of report

Mar 8, 2018

Accepted (ET)

Mar 12, 2018 · 4:56 pm EDT

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,F2,F3	Mar 8, 2018	C	3,119,410	$0.00	A	3,119,410	I	By Greylock XIII Limited Partnership
Class A Common Stock^F4,F2,F5	Mar 8, 2018	C	280,840	$0.00	A	280,840	I	By Greylock XIII-A Limited Partnership
Class A Common Stock^F6	Mar 8, 2018	J	3,119,410	$0.00	D	0	I	See footnote
Class A Common Stock^F7	Mar 8, 2018	J	280,840	$0.00	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 Stock^F1,F2,F3	—	Mar 8, 2018	C	3,119,410	D	—	—	Class A Common Stock	3,119,410	2,897,079	I
Class B Common Stock^F4,F2,F5	—	Mar 8, 2018	C	280,840	D	—	—	Class A Common Stock	280,840	260,822	I

Explanation of responses

F1Represents 3,119,410 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII Limited Partnership ("Greylock XIII LP").
F2Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date.
F3The shares are held directly by Greylock XIII LP. Greylock XIII GP Limited Liability Company ("Greylock XIII GP") is the sole General Partner of Greylock XIII LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4Represents 280,840 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP").
F5The shares are held directly by Greylock XIII-A LP. Greylock XIII GP is the sole General Partner of Greylock XIII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F6Represents a pro-rata, in-kind distribution by Greylock XIII LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
F7Represents a pro-rata, in-kind distribution by Greylock XIII-A LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.