Okta, Inc. — Director's Dealing 2017

Apr 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Greylock XIII GP LLC (10% Owner)
Reporting Person: Greylock XIII Limited Partnership (10% Owner)
Reporting Person: Greylock XIII-A Limited Partnership (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-12	Common Stock	C	12255309	$0.00	Acquired	12255309	Indirect
2017-04-12	Common Stock	C	1103342	$0.00	Acquired	1103342	Indirect
2017-04-12	Common Stock	J	12255309	$0.00	Disposed	0	Indirect
2017-04-12	Common Stock	J	1103342	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-12	Series A Preferred Stock	$	C	4929790	Disposed		Common Stock (4929790)	Indirect
2017-04-12	Series A Preferred Stock	$	C	443829	Disposed		Common Stock (443829)	Indirect
2017-04-12	Series B Preferred Stock	$	C	2877993	Disposed		Common Stock (2877993)	Indirect
2017-04-12	Series B Preferred Stock	$	C	259105	Disposed		Common Stock (259105)	Indirect
2017-04-12	Series C Preferred Stock	$	C	1245772	Disposed		Common Stock (1245772)	Indirect
2017-04-12	Series C Preferred Stock	$	C	112156	Disposed		Common Stock (112156)	Indirect
2017-04-12	Series D Preferred Stock	$	C	1158939	Disposed		Common Stock (1158939)	Indirect
2017-04-12	Series D Preferred Stock	$	C	104338	Disposed		Common Stock (104338)	Indirect
2017-04-12	Series E Preferred Stock	$	C	949734	Disposed		Common Stock (949734)	Indirect
2017-04-12	Series E Preferred Stock	$	C	85504	Disposed		Common Stock (85504)	Indirect
2017-04-12	Series F Preferred Stock	$	C	1093081	Disposed		Common Stock (1093081)	Indirect
2017-04-12	Series F Preferred Stock	$	C	98410	Disposed		Common Stock (98410)	Indirect
2017-04-12	Class B Common Stock	$	J	12255309	Acquired		Class A Common Stock (12255309)	Indirect
2017-04-12	Class B Common Stock	$	J	1103342	Acquired		Class A Common Stock (1103342)	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 was 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 shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP Limited Liability Company ("Greylock XIII GP") is the sole General Partner of Greylock XIII LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F9: The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP"). Greylock XIII GP Limited Liability Company ("Greylock XIII GP") is the sole General Partner of Greylock XIII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F10: 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.