SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Khosla Ventures IV, L.P.

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	04/12/2017		C		6,197,759	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	6,197,759	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	04/12/2017		C		396,235	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	396,235	I	See Footnote⁽³⁾
Common Stock⁽¹⁾	04/12/2017		J⁽¹⁾		6,197,759	D	⁽¹⁾	0	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	04/12/2017		J⁽¹⁾		396,235	D	⁽¹⁾	0	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽⁴⁾	04/12/2017		C			4,199,074	⁽⁴⁾	⁽⁴⁾	Common Stock	4,199,074	$0.00	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽⁴⁾	04/12/2017		C			268,455	⁽⁴⁾	⁽⁴⁾	Common Stock	268,455	$0.00	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁵⁾	04/12/2017		C			771,039	⁽⁵⁾	⁽⁵⁾	Common Stock	771,039	$0.00	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽⁵⁾	04/12/2017		C			49,294	⁽⁵⁾	⁽⁵⁾	Common Stock	49,294	$0.00	0	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽⁶⁾	04/12/2017		C			636,220	⁽⁶⁾	⁽⁶⁾	Common Stock	636,220	$0.00	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽⁶⁾	04/12/2017		C			40,675	⁽⁶⁾	⁽⁶⁾	Common Stock	40,675	$0.00	0	I	See Footnote⁽³⁾
Series E Preferred Stock	⁽⁷⁾	04/12/2017		C			552,313	⁽⁷⁾	⁽⁷⁾	Common Stock	552,313	$0.00	0	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽⁷⁾	04/12/2017		C			35,310	⁽⁷⁾	⁽⁷⁾	Common Stock	35,310	$0.00	0	I	See Footnote⁽³⁾
Series F Preferred Stock	⁽⁸⁾	04/12/2017		C			39,113	⁽⁸⁾	⁽⁸⁾	Common Stock	39,113	$0.00	0	I	See Footnote⁽²⁾
Series F Preferred Stock	⁽⁸⁾	04/12/2017		C			2,501	⁽⁸⁾	⁽⁸⁾	Common Stock	2,501	$0.00	0	I	See Footnote⁽³⁾
Class B Common Stock	⁽¹⁾⁽⁹⁾	04/12/2017		J⁽¹⁾		6,197,759		⁽⁹⁾	⁽¹⁾⁽⁹⁾	Class A Common Stock	6,197,759	$0.00	6,197,759	I	See Footnote⁽²⁾
Class B Common Stock	⁽¹⁾⁽⁹⁾	04/12/2017		J⁽¹⁾		396,235		⁽⁹⁾	⁽¹⁾⁽⁹⁾	Class A Common Stock	396,235	$0.00	396,235	I	See Footnote⁽³⁾

1. Name and Address of Reporting Person^*

Khosla Ventures IV, L.P.

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Khosla Ventures IV (CF), L.P.

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Khosla Ventures Associates IV, LLC

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VK Services, LLC

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KHOSLA VINOD

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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 was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

3. Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

4. The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

5. The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

6. The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

7. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

8. The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.

9. 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.

Remarks:

	/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV, L.P.	04/12/2017
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV (CF), L.P.	04/12/2017
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC	04/12/2017
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC	04/12/2017
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla	04/12/2017
	** Signature of Reporting Person	Date
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