Okta, Inc. — Director's Dealing 2018

Mar 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Grady Patrick W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-09	Class A Common Stock	C	2071224	$0.00	Acquired	2071224	Indirect
2018-03-09	Class A Common Stock	C	1318172	$0.00	Acquired	1318172	Indirect
2018-03-09	Class A Common Stock	C	66028	$0.00	Acquired	66028	Indirect
2018-03-09	Class A Common Stock	J	2071224	$0.00	Disposed	0	Indirect
2018-03-09	Class A Common Stock	J	1318172	$0.00	Disposed	0	Indirect
2018-03-09	Class A Common Stock	J	66028	$0.00	Disposed	0	Indirect
2018-03-09	Class A Common Stock	J	78459	$0.00	Acquired	389320	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-09	Class B Common Stock	$	C	2071224	Disposed		Class A Common Stock (2071224)	Indirect
2018-03-09	Class B Common Stock	$	C	1318172	Disposed		Class A Common Stock (1318172)	Indirect
2018-03-09	Class B Common Stock	$	C	66028	Disposed		Class A Common Stock (66028)	Indirect

Footnotes

F1: Represents a distribution of Class A Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.

F2: 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 The Reporting Person is a Director of SC US (TTGP), Ltd. The Reporting Person disclaims beneficial ownership of the securities held by the Sequoia Capital funds 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: Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (1) above.

F4: 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.