Okta, Inc. — Director's Dealing 2017

Apr 6, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

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

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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (4929790)		Indirect
Series A Preferred Stock	$		Common Stock (443829)		Indirect
Series B Preferred Stock	$		Common Stock (2877993)		Indirect
Series B Preferred Stock	$		Common Stock (259105)		Indirect
Series C Preferred Stock	$		Common Stock (1245772)		Indirect
Series C Preferred Stock	$		Common Stock (112156)		Indirect
Series D Preferred Stock	$		Common Stock (1158939)		Indirect
Series D Preferred Stock	$		Common Stock (104338)		Indirect
Series E Preferred Stock	$		Common Stock (949734)		Indirect
Series E Preferred Stock	$		Common Stock (85504)		Indirect
Series F Preferred Stock	$		Common Stock (1093081)		Indirect
Series F Preferred Stock	$		Common Stock (98410)		Indirect

Footnotes

F1: The Series A 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 A 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: The shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP LLC ("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.

F4: The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII LP"). Greylock XIII GP LLC ("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.

F5: The Series B 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 B Preferred Stock will be converted into shares of Common Stock of the Issuer.

F6: 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.

F7: 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.

F8: 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.

F9: 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.