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: HOROWITZ BENJAMIN A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-12	Common Stock	C	12685586	—	Acquired	12685586	Indirect
2017-04-12	Common Stock	C	3307700	—	Acquired	3307700	Indirect
2017-04-12	Common Stock	J	12685586	—	Disposed	0	Indirect
2017-04-12	Common Stock	J	3307700	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-12	Series A Preferred Stock	$	C	6385882	Disposed		Common Stock (6385882)	Indirect
2017-04-12	Series B Preferred Stock	$	C	3308719	Disposed		Common Stock (3308719)	Indirect
2017-04-12	Series C Preferred Stock	$	C	1551393	Disposed		Common Stock (1551393)	Indirect
2017-04-12	Series D Preferred Stock	$	C	1439592	Disposed		Common Stock (1439592)	Indirect
2017-04-12	Series E Preferred Stock	$	C	1444953	Disposed		Common Stock (1444953)	Indirect
2017-04-12	Series F Preferred Stock	$	C	1862747	Disposed		Common Stock (1862747)	Indirect
2017-04-12	Class B Common Stock	$	J	12685586	Acquired		Class A Common Stock (12685586)	Indirect
2017-04-12	Class B Common Stock	$	J	3307700	Acquired		Class A Common Stock (3307700)	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 A 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 B 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 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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 dispositive power with regard to the securities held by the AH I Fund Entities. The managing members of AH EP I are Marc Andreessen and the Reporting Person. The Reporting Person shares voting and dispositive power with respect to the shares held by the AH Fund I Entities. The Reporting Person 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.

F9: 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 dispositive power with regard to the securities held by the AH Parallel Fund IV Entities. The managing members of AH EP IV Parallel are Marc Andreessen and the Reporting Person. The Reporting Person shares voting and dispositive power with respect to the shares held by the AH Parallel Fund IV Entities.

F10: (continued from footnote 9) The Reporting Person 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.

F11: 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.