SEC Form 4 · accession 0000899243-18-024606

Okta, Inc. · OKTA

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

Reporting owner

Benjamin A Horowitz

Director

Period of report

Sep 13, 2018

Accepted (ET)

Sep 17, 2018 · 6:01 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	Sep 13, 2018	C	206,732	$0.00	A	206,732	I	By AH Parallel Fund IV, L.P.
Class A Common Stock^F3,F1,F2	Sep 13, 2018	S	20,299	$71.90	D	186,433	I	By AH Parallel Fund IV, L.P.
Class A Common Stock^F4,F1,F2	Sep 13, 2018	S	44,774	$72.90	D	141,659	I	By AH Parallel Fund IV, L.P.
Class A Common Stock^F5,F1,F2	Sep 13, 2018	S	52,553	$73.81	D	89,106	I	By AH Parallel Fund IV, L.P.
Class A Common Stock^F6,F1,F2	Sep 13, 2018	S	12,887	$74.40	D	76,219	I	By AH Parallel Fund IV, L.P.
Class A Common Stock^F3,F7	Sep 13, 2018	S	6,257	$71.90	D	57,476	I	By AH Capital Management, L.L.C.
Class A Common Stock^F4,F7	Sep 13, 2018	S	13,803	$72.90	D	43,673	I	By AH Capital Management, L.L.C.
Class A Common Stock^F5,F7	Sep 13, 2018	S	16,202	$73.81	D	27,471	I	By AH Capital Management, L.L.C.
Class A Common Stock^F6,F7	Sep 13, 2018	S	3,973	$74.40	D	23,498	I	By AH Capital Management, L.L.C.
Class A Common Stock^F8,F1,F2	Sep 14, 2018	S	34,256	$71.05	D	41,963	I	By AH Parallel Fund IV, L.P
Class A Common Stock^F9,F1,F2	Sep 14, 2018	S	32,179	$71.87	D	9,784	I	By AH Parallel Fund IV, L.P.
Class A Common Stock^F10,F1,F2	Sep 14, 2018	S	9,784	$72.90	D	0	I	By AH Parallel Fund IV, L.P.
Class A Common Stock^F8,F7	Sep 14, 2018	S	10,561	$71.05	D	12,937	I	By AH Capital Management, L.L.C.
Class A Common Stock^F9,F7	Sep 14, 2018	S	9,921	$71.87	D	3,016	I	By AH Capital Management, L.L.C.
Class A Common Stock^F10,F7	Sep 14, 2018	S	3,016	$72.90	D	0	I	By AH Capital Management, L.L.C.
Class A Common Stock^F11	holding	—	—		—	1,712,116	I	By Trust
Class A Common Stock	holding	—	—		—	11,765	D

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^F12,F1,F2	—	Sep 13, 2018	C	206,732	D	—	—	Class A Common Stock	206,732	620,195	I

Explanation of responses

F1The 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.
F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.52 to $73.295.
F11The reported securities are held directly by a family trust for which the Reporting Person is a trustee.
F12Each 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.
F2(Continued from Footnote 1) 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.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.35 to $72.34. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 footnotes (3) through (6) and footnotes (8) through (10) to this Form 4.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.35 to $73.345.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.35 to $74.345.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.35 to $74.40.
F7The reported securities are held by AH Capital Management, L.L.C. The 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 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.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.46 to $71.45.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.46 to $72.455.