Okta, Inc. — Director's Dealing 2017

Oct 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-04	Class A Common Stock	C	1644842	$0.00	Acquired	1644842	Indirect
2017-10-04	Class A Common Stock	C	105158	$0.00	Acquired	105158	Indirect
2017-10-04	Class A Common Stock	J	1644842	$0.00	Disposed	0	Indirect
2017-10-04	Class A Common Stock	J	105158	$0.00	Disposed	0	Indirect
2017-10-04	Class A Common Stock	J	177466	$0.00	Acquired	177466	Indirect
2017-10-04	Class A Common Stock	J	158	$0.00	Acquired	158	Indirect
2017-10-04	Class A Common Stock	J	177624	$0.00	Disposed	0	Indirect
2017-10-04	Class A Common Stock	J	173251	$0.00	Acquired	173251	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-04	Class B Common Stock	$	C	1644842	Disposed		Class A Common Stock (1644842)	Indirect
2017-10-04	Class B Common Stock	$	C	105158	Disposed		Class A Common Stock (105158)	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 October 4, 2017, 1,644,842 shares of Class A Common Stock held by KV IV were distributed to the limited partners and general partners of KV IV.

F5: On October 4, 2017, 105,158 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 October 4, 2017, 177,624 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: 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.