Okta, Inc. — Director's Dealing 2018

Dec 12, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2018-12-10

Reporting Person: HOROWITZ BENJAMIN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-10	Class A Common Stock	C	620195	$0.00	Acquired	620195	Indirect
2018-12-10	Class A Common Stock	S	184669	$64.8522	Disposed	435526	Indirect
2018-12-10	Class A Common Stock	S	184604	$64.2329	Disposed	250922	Indirect
2018-12-10	Class A Common Stock	S	30727	$63.3114	Disposed	220195	Indirect
2018-12-11	Class A Common Stock	S	1100	$66.1851	Disposed	219095	Indirect
2018-12-12	Class A Common Stock	S	45135	$67.0303	Disposed	173960	Indirect
2018-12-12	Class A Common Stock	S	173960	$66.4539	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-10	Class B Common Stock	$	C	620195	Disposed		Class A Common Stock (620195)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1712116	Indirect
Class A Common Stock	11765	Direct

Footnotes

F1: 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 investment power with regard to the securities held by the AH Parallel Fund IV Entities.

F2: Continued from Footnote 1) The managing members of AH EP IV Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and investment power with respect to the shares held by the AH Parallel Fund IV Entities. The Reporting Person disclaims the existence of a "group" and 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.72 to $64.94. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (8) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.73 to $64.715.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.72 to $63.71.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.025 to $66.60.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.21.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.00 to $66.995.

F9: The reported securities are held directly by a family trust for which the Reporting Person is a trustee.

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.