Okta, Inc. — Director's Dealing 2017

Apr 7, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2017-04-06

Reporting Person: SC US (TTGP), LTD. (10% Owner)
Reporting Person: SC US GF V Holdings, Ltd. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. (10% Owner)
Reporting Person: SC U.S. GROWTH VI MANAGEMENT, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$		Common Stock (6939289)		Indirect
Series D Preferred Stock	$		Common Stock (3416827)		Indirect
Series E Preferred Stock	$		Common Stock (4816975)		Indirect
Series E Preferred Stock	$		Common Stock (241279)		Indirect
Series F Preferred Stock	$		Common Stock (1773893)		Indirect
Series F Preferred Stock	$		Common Stock (88853)		Indirect

Footnotes

F1: The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer.

F2: 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.

F3: 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. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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.

F4: The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer.

F5: The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock of the Issuer.

F6: The Series F Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F Preferred Stock will be converted into shares of Common Stock of the Issuer.