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: 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
2017-04-12	Common Stock	C	6197759	—	Acquired	6197759	Indirect
2017-04-12	Common Stock	C	396235	—	Acquired	396235	Indirect
2017-04-12	Common Stock	J	6197759	—	Disposed	0	Indirect
2017-04-12	Common Stock	J	396235	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-12	Series B Preferred Stock	$	C	4199074	Disposed		Common Stock (4199074)	Indirect
2017-04-12	Series B Preferred Stock	$	C	268455	Disposed		Common Stock (268455)	Indirect
2017-04-12	Series C Preferred Stock	$	C	771039	Disposed		Common Stock (771039)	Indirect
2017-04-12	Series C Preferred Stock	$	C	49294	Disposed		Common Stock (49294)	Indirect
2017-04-12	Series D Preferred Stock	$	C	636220	Disposed		Common Stock (636220)	Indirect
2017-04-12	Series D Preferred Stock	$	C	40675	Disposed		Common Stock (40675)	Indirect
2017-04-12	Series E Preferred Stock	$	C	552313	Disposed		Common Stock (552313)	Indirect
2017-04-12	Series E Preferred Stock	$	C	35310	Disposed		Common Stock (35310)	Indirect
2017-04-12	Series F Preferred Stock	$	C	39113	Disposed		Common Stock (39113)	Indirect
2017-04-12	Series F Preferred Stock	$	C	2501	Disposed		Common Stock (2501)	Indirect
2017-04-12	Class B Common Stock	$	J	6197759	Acquired		Class A Common Stock (6197759)	Indirect
2017-04-12	Class B Common Stock	$	J	396235	Acquired		Class A Common Stock (396235)	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: 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: The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

F5: The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

F6: The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

F7: The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

F8: The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

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.