Okta, Inc. — Director's Dealing 2017

Dec 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2017-10-04

Reporting Person: Andreessen Horowitz Fund I, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund I-A, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund I-B, L.P. (10% Owner)
Reporting Person: AH Equity Partners I, L.L.C. (10% Owner)
Reporting Person: AH Parallel Fund IV, L.P. (10% Owner)
Reporting Person: AH Parallel Fund IV-A, L.P. (10% Owner)
Reporting Person: AH Parallel Fund IV-B, L.P. (10% Owner)
Reporting Person: AH Parallel Fund IV-Q, L.P. (10% Owner)
Reporting Person: AH Equity Partners IV (Parallel), L.L.C. (10% Owner)
Reporting Person: Andreessen Marc L (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-04	Class A Common Stock	J	1279	$0.00	Acquired	1279	Indirect
2017-12-08	Class A Common Stock	J	1278	$0.00	Acquired	1278	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (12685586)	12685586	Indirect
Class B Common Stock	$		Class A Common Stock (3307700)	3307700	Indirect

Footnotes

F1: The reported securities were distributed to JP Morgan Trust Company, NA and Marc Andreessen as trustees of the Andreessen 1996 Living Trust in connection with a pro rata, in-kind distribution, and not a purchase or sale, of the shares by Greylock XIII-A Limited Partnership to its general and limited partners without consideration. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, 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.

F2: The reported securities were distributed to Marc Andreessen and his spouse as trustees of the LAMA Community Trust in connection with a pro rata, in-kind distribution, and not a purchase or sale, of the shares by Greylock XIII-A Limited Partnership to its general and limited partners without consideration. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, 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.

F3: 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.

F4: There is no reportable change since the last filing. This is a reiteration of holdings only. The reported securities are held by Andreessen Horowitz Fund I, L.P., for itself and as nominee for Andreessen Horowitz Fund I-A, L.P. and Andreessen Horowitz Fund I-B, L.P. (collectively, the "AH Fund I Entities"). AH Equity Partners I, L.L.C. ("AH EP I") is the general partner of the AH Fund I Entities and has sole voting and investment power with regard to the securities held by the AH I Fund Entities.

F5: (Continued from Footnote 4) The managing members of AH EP I 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 Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of its 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.

F6: There is no reportable change since the last filing. This is a reiteration of holdings only. The 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.

F7: (Continued from Footnote 6) 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. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of its 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.