0001144204-19-007858.txt : 20190214 0001144204-19-007858.hdr.sgml : 20190214 20190214124242 ACCESSION NUMBER: 0001144204-19-007858 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: AH CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: AH EQUITY PARTNERS I, L.L.C. GROUP MEMBERS: AH EQUITY PARTNERS IV (PARALLEL), L.L.C. GROUP MEMBERS: AH PARALLEL FUND IV, L.P. GROUP MEMBERS: AH PARALLEL FUND IV-A, L.P. GROUP MEMBERS: AH PARALLEL FUND IV-B, L.P. GROUP MEMBERS: AH PARALLEL FUND IV-Q, L.P. GROUP MEMBERS: ANDREESSEN HOROWITZ FUND I-A, L.P. GROUP MEMBERS: ANDREESSEN HOROWITZ FUND I-B, L.P. GROUP MEMBERS: BEN HOROWITZ GROUP MEMBERS: MARC ANDREESSEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Okta, Inc. CENTRAL INDEX KEY: 0001660134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 264175727 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89976 FILM NUMBER: 19603591 BUSINESS ADDRESS: STREET 1: 100 FIRST STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 888-722-7871 MAIL ADDRESS: STREET 1: 100 FIRST STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Andreessen Horowitz Fund I, L.P. CENTRAL INDEX KEY: 0001466249 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2875 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6503212400 MAIL ADDRESS: STREET 1: 2875 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 tv513201_sc13ga.htm SC 13G/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Okta, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

679295105

(CUSIP Number)

 

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

   ¨ Rule 13d-1(b)
   ¨ Rule 13d-1(c)
   x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

 

Page 1 of 17 Pages

Exhibit Index Contained on Page 16

 

 

CUSIP NO.  679295105 13 G Page 2 of 17

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Andreessen Horowitz Fund I, L.P. (“AH I”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER
0 shares.

 

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

CUSIP NO.  679295105 13 G Page 3 of 17

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Andreessen Horowitz Fund I-A, L.P. (“AH I-A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER
0 shares.

 

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO.  679295105 13 G Page 4 of 17

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Andreessen Horowitz Fund I-B, L.P. (“AH I-B”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER
0 shares.

 

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO.  679295105 13 G Page 5 of 17

 


1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

AH Equity Partners I, L.L.C. (“AH Equity I”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER

0 shares.

 

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* OO

 

 

 

 

CUSIP NO.  679295105 13 G Page 6 of 17

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

AH Parallel Fund IV, L.P. (“AH Parallel IV”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER
0 shares.

 

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

CUSIP NO.  679295105 13 G Page 7 of 17

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

AH Parallel Fund IV-A, L.P. (“AH Parallel IV-A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER
0 shares.

 

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP NO.  679295105 13 G Page 8 of 17

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

AH Parallel Fund IV-B, L.P. (“AH Parallel IV-B”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER
0 shares.

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

CUSIP NO.  679295105 13 G Page 9 of 17

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

AH Parallel Fund IV-Q, L.P. (“AH Parallel IV-Q”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER
0 shares.

 

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* PN

 

 

 

CUSIP NO.  679295105 13 G Page 10 of 17

 


1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

AH Equity Partners IV (Parallel), L.L.C. (“AH Equity Parallel IV”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER

0 shares.

 

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* OO

 

 

 

CUSIP NO.  679295105 13 G Page 11 of 17

 


1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

AH Capital Management, L.L.C. (“AH Capital”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares.
  6 SHARED VOTING POWER
0 shares.
  7

SOLE DISPOSITIVE POWER

0 shares.

 

 

 

  8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* OO

 

 

 

CUSIP NO.  679295105 13 G Page 12 of 17

 


1		 NAME OF REPORTING PERSONS          Marc Andreessen (“Andreessen”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER
0 shares  

 

 

6 SHARED VOTING POWER
0 shares.
7

SOLE DISPOSITIVE POWER
0 shares

 

 

8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON* IN

 

 

 

CUSIP NO.  679295105 13 G Page 13 of 17

 


1		 NAME OF REPORTING PERSONS          Ben Horowitz (“Horowitz”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a)     ¨     (b)     x     

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER
1,715,116 shares1  

 

 

6 SHARED VOTING POWER
0 shares.
7

SOLE DISPOSITIVE POWER
1,715,116 shares1  

 

 

8 SHARED DISPOSITIVE POWER
0 shares.
       
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  1,715,116
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨        
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.7%2
12 TYPE OF REPORTING PERSON* IN

1 Includes 1,703,351 shares of Class A Common Stock held by a family trust for which the Reporting Person is a trustee.

 

2 Based on 98,611,070 shares of the Issuer’s Class A Common Stock outstanding as of November 30, 2018, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on December 6, 2018.

 

 

 

 

CUSIP NO.  679295105 13 G Page 15 of 17

 

This Amendment No. 1 amends the Schedule 13G previously filed by Andreessen Horowitz Fund I, L.P., a Delaware limited partnership (“AH I”), Andreessen Horowitz Fund I-A, L.P., a Delaware limited partnership (“AH I-A”), Andreessen Horowitz Fund I-B, L.P., a Delaware limited partnership (“AH I-B”), AH Equity Partners I, L.L.C., a Delaware limited liability company (“AH Equity I”), AH Parallel Fund IV, L.P., a Delaware limited partnership, AH Parallel Fund IV-A, L.P., a Delaware limited partnership, AH Parallel Fund IV-B, L.P., a Delaware limited partnership, AH Parallel Fund IV-Q, L.P., a Delaware limited partnership, AH Equity Partners IV (Parallel), L.L.C., a Delaware limited liability company (“AH Equity Parallel IV”), AH Capital Management, L.L.C., a Delaware limited liability company (“AH Capital”), Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.

 

 

ITEM 4.OWNERSHIP

The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018.

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the follow: x Yes

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Please see Item 5.

 

 

 

 

CUSIP NO.  679295105 13 G Page 15 of 17

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2019

Andreessen Horowitz Fund I, L.P.

Andreessen Horowitz Fund I-A, L.P.

Andreessen Horowitz Fund I-B, L.P.

 

By: AH Equity Partners I, L.L.C.

Its: General Partner

 

By:/s/ Scott Kupor 
Scott Kupor, Chief Operating Officer

 

 

AH Equity Partners I, L.L.C.

 

By:/s/ Scott Kupor 
Scott Kupor, Chief Operating Officer

 

 

AH Parallel Fund IV, L.P.

AH Parallel Fund IV-A, L.P.

AH Parallel Fund IV-B, L.P.

AH Parallel Fund IV-Q, L.P.

 

By: AH Equity Partners IV (Parallel), L.L.C.

Its: General Partner

 

By:/s/ Scott Kupor 
Scott Kupor, Chief Operating Officer

 

 

AH Equity Partners IV (Parallel), L.L.C.

 

By:/s/ Scott Kupor 
Scott Kupor, Chief Operating Officer

 

 

AH Capital Management, L.L.C.

 

By:/s/ Scott Kupor 
Scott Kupor, Chief Operating Officer

 

 

Marc Andreessen

 

/s/ Marc Andreessen 

Marc Andreessen

 

 

Ben Horowitz

 

/s/ Ben Horowitz 

Ben Horowitz 

 

 

CUSIP NO.  679295105 13 G Page 16 of 17

 

 

EXHIBIT INDEX

 

  Found on Sequentially
Exhibit Numbered Page
Exhibit A:  Agreement of Joint Filing 17

 

 

 

 

CUSIP NO.  679295105 13 G Page 17 of 17

 

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Okta, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.