Okta, Inc. — Director's Dealing 2018

Jun 13, 2018

SEC Form 4/A — Form 4/A

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2018-03-09

Reporting Person: HOROWITZ BENJAMIN A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-09	Class A Common Stock	C	3171398	$0.00	Acquired	3171398	Indirect
2018-03-09	Class A Common Stock	J	3171398	$0.00	Disposed	0	Indirect
2018-03-09	Class A Common Stock	C	826923	$0.00	Acquired	826923	Indirect
2018-03-09	Class A Common Stock	J	826923	$0.00	Disposed	0	Indirect
2018-03-09	Class A Common Stock	J	921168	$0.00	Acquired	921168	Indirect
2018-03-09	Class A Common Stock	J	921168	$0.00	Disposed	0	Indirect
2018-03-09	Class A Common Stock	J	8076	$0.00	Acquired	8076	Indirect
2018-03-09	Class A Common Stock	J	8076	$0.00	Disposed	0	Indirect
2018-03-09	Class A Common Stock	J	15967	$0.00	Acquired	47876	Indirect
2018-03-09	Class A Common Stock	J	445503	$0.00	Acquired	1274033	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-09	Class B Common Stock	$	C	3171398	Disposed		Class A Common Stock (3171398)	Indirect
2018-03-09	Class B Common Stock	$	C	826923	Disposed		Class A Common Stock (826923)	Indirect

Footnotes

F1: The reported securities are held by Andreessen Horowitz Fund I, L.P., for itself and as nominee for Andreessen Horowitz Fund I-A, L.P. and Andreessen Horowitz Fund I-B, L.P. (collectively, the "AH Fund I Entities"). AH Equity Partners I, L.L.C. ("AH EP I") is the general partner of the AH Fund I Entities and has sole voting and investment power with regard to the securities held by the AH I Fund Entities. The managing members of AH EP I 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 Fund I 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.

F2: Represents pro rata, in-kind distributions, and not a purchase or sale, of securities without consideration, by such distributing entity to its partners, members and/or assigns.

F3: 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.

F4: (Continued from Footnote 3) 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.

F5: The reported securities are held by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and investment power with respect to the shares held by AH Capital Management, L.L.C. 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.

F6: The reported securities are held directly by a family trust for which the Reporting Person is a trustee.

F7: 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.