Okta, Inc. — Director's Dealing 2017

Apr 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2017-04-12

Reporting Person: Grady Patrick W (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-12	Common Stock	C	10356116	$0.00	Acquired	10356116	Indirect
2017-04-12	Common Stock	C	6590868	$0.00	Acquired	6590868	Indirect
2017-04-12	Common Stock	C	330132	$0.00	Acquired	330132	Indirect
2017-04-12	Common Stock	J	10356116	$0.00	Disposed	0	Indirect
2017-04-12	Common Stock	J	6590868	$0.00	Disposed	0	Indirect
2017-04-12	Common Stock	J	330132	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-12	Series C Preferred Stock	$	C	6939289	Disposed		Common Stock (6939289)	Indirect
2017-04-12	Series D Preferred Stock	$	C	3416827	Disposed		Common Stock (3416827)	Indirect
2017-04-12	Series E Preferred Stock	$	C	4819975	Disposed		Common Stock (4819975)	Indirect
2017-04-12	Series E Preferred Stock	$	C	241279	Disposed		Common Stock (241279)	Indirect
2017-04-12	Series F Preferred Stock	$	C	1773893	Disposed		Common Stock (1773893)	Indirect
2017-04-12	Series F Preferred Stock	$	C	88853	Disposed		Common Stock (88853)	Indirect
2017-04-12	Class B Common Stock	$	J	10356116	Acquired		Class A Common Stock (10356116)	Indirect
2017-04-12	Class B Common Stock	$	J	6590868	Acquired		Class A Common Stock (6590868)	Indirect
2017-04-12	Class B Common Stock	$	J	330132	Acquired		Class A Common Stock (330132)	Indirect

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F2: The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F3: The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F4: The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F5: The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F6: SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding shares held by SC US GF V Holdings, Ltd. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. The Reporting Person is a Director of SC US (TTGP), Ltd.

F7: (Continued from footnote 6) The Reporting Person disclaims beneficial ownership of the securities held by the Sequoia Capital funds referred to above 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.

F8: 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.