Okta, Inc. — Director's Dealing 2018

Apr 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2018-04-06

Reporting Person: HOROWITZ BENJAMIN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-06	Class A Common Stock	M	11765	—	Acquired	11765	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-06	Restricted Stock Units	$	M	11765	Disposed		Class A Common Stock (11765)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1274033	Indirect
Class A Common Stock	47876	Indirect

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F2: The reported securities are held directly by a family trust for which the Reporting Person is a trustee.

F3: 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.

F4: The RSUs vest in full on the earlier of April 6, 2018 or the date immediately prior to the Issuer's next regular annual shareholders meeting,
subject to the Reporting Person's continued service to the Issuer through each vesting date.