Okta, Inc. — Director's Dealing 2017

Dec 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2017-12-11

Reporting Person: Khosla Ventures IV, L.P. (Former 10% Owner)
Reporting Person: Khosla Ventures IV (CF), L.P. (Former 10% Owner)
Reporting Person: Khosla Ventures Associates IV, LLC (Former 10% Owner)
Reporting Person: VK Services, LLC (Former 10% Owner)
Reporting Person: KHOSLA VINOD (*Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-11	Class A Common Stock	C	939910	$0.00	Acquired	939910	Indirect
2017-12-11	Class A Common Stock	C	60090	$0.00	Acquired	60090	Indirect
2017-12-11	Class A Common Stock	J	939910	$0.00	Disposed	0	Indirect
2017-12-11	Class A Common Stock	J	60090	$0.00	Disposed	0	Indirect
2017-12-11	Class A Common Stock	J	101409	$0.00	Acquired	101409	Indirect
2017-12-11	Class A Common Stock	J	90	$0.00	Acquired	101499	Indirect
2017-12-11	Class A Common Stock	J	101499	$0.00	Disposed	0	Indirect
2017-12-11	Class A Common Stock	J	90002	$0.00	Acquired	263253	Indirect
2017-12-12	Class A Common Stock	C	281973	$0.00	Acquired	281973	Indirect
2017-12-12	Class A Common Stock	S	262672	$25.45	Disposed	19301	Indirect
2017-12-12	Class A Common Stock	S	19301	$26.01	Disposed	0	Indirect
2017-12-12	Class A Common Stock	C	18027	$0.00	Acquired	18027	Indirect
2017-12-12	Class A Common Stock	S	16793	$25.45	Disposed	1234	Indirect
2017-12-12	Class A Common Stock	S	1234	$26.01	Disposed	0	Indirect
2017-12-13	Class A Common Stock	C	234977	$0.00	Acquired	234977	Indirect
2017-12-13	Class A Common Stock	S	234789	$25.45	Disposed	188	Indirect
2017-12-13	Class A Common Stock	S	188	$26.06	Disposed	0	Indirect
2017-12-13	Class A Common Stock	C	15023	$0.00	Acquired	15023	Indirect
2017-12-13	Class A Common Stock	S	15011	$25.45	Disposed	12	Indirect
2017-12-13	Class A Common Stock	S	12	$26.06	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-11	Class B Common Stock	$	C	939910	Disposed		Class A Common Stock (939910)	Indirect
2017-12-11	Class B Common Stock	$	C	60090	Disposed		Class A Common Stock (60090)	Indirect
2017-12-12	Class B Common Stock	$	C	281973	Disposed		Class A Common Stock (281973)	Indirect
2017-12-12	Class B Common Stock	$	C	18027	Disposed		Class A Common Stock (18027)	Indirect
2017-12-13	Class B Common Stock	$	C	234977	Disposed		Class A Common Stock (234977)	Indirect
2017-12-13	Class B Common Stock	$	C	15023	Disposed		Class A Common Stock (15023)	Indirect

Footnotes

F1: Pursuant 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.

F2: Consists 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.

F3: Consists 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.

F4: On 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.

F5: On 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).

F6: Consists 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.

F7: On December 11, 2017, 101,499 shares of Class A Common Stock held by KVA IV were distributed to the members of KVA IV.

F8: Consists 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.

F9: The 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.

F10: The 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.

F11: The 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.

F12: The 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.

F13: The 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.

F14: The 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.

F15: The 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.

F16: The 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.

F17: Each 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.