X0306 4 2017-12-11 1 0001660134 Okta, Inc. OKTA 0001521016 Khosla Ventures IV, L.P. 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 *Former 10% Owner 0001685550 Khosla Ventures IV (CF), L.P. 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 *Former 10% Owner 0001685549 Khosla Ventures Associates IV, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 *Former 10% Owner 0001501927 VK Services, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 *Former 10% Owner 0001032453 KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 0 1 *Former 10% Owner Class A Common Stock 2017-12-11 4 C 0 939910 0.00 A 939910 I See footnote Class A Common Stock 2017-12-11 4 C 0 60090 0.00 A 60090 I See footnote Class A Common Stock 2017-12-11 4 J 0 939910 0.00 D 0 I See footnote Class A Common Stock 2017-12-11 4 J 0 60090 0.00 D 0 I See footnote Class A Common Stock 2017-12-11 4 J 0 101409 0.00 A 101409 I See footnote Class A Common Stock 2017-12-11 4 J 0 90 0.00 A 101499 I See footnote Class A Common Stock 2017-12-11 4 J 0 101499 0.00 D 0 I See footnote Class A Common Stock 2017-12-11 4 J 0 90002 0.00 A 263253 I See footnote Class A Common Stock 2017-12-12 4 C 0 281973 0.00 A 281973 I See footnote Class A Common Stock 2017-12-12 4 S 0 262672 25.45 D 19301 I See footnote Class A Common Stock 2017-12-12 4 S 0 19301 26.01 D 0 I See footnote Class A Common Stock 2017-12-12 4 C 0 18027 0.00 A 18027 I See footnote Class A Common Stock 2017-12-12 4 S 0 16793 25.45 D 1234 I See footnote Class A Common Stock 2017-12-12 4 S 0 1234 26.01 D 0 I See footnote Class A Common Stock 2017-12-13 4 C 0 234977 0.00 A 234977 I See footnote Class A Common Stock 2017-12-13 4 S 0 234789 25.45 D 188 I See footnote Class A Common Stock 2017-12-13 4 S 0 188 26.06 D 0 I See footnote Class A Common Stock 2017-12-13 4 C 0 15023 0.00 A 15023 I See footnote Class A Common Stock 2017-12-13 4 S 0 15011 25.45 D 12 I See footnote Class A Common Stock 2017-12-13 4 S 0 12 26.06 D 0 I See footnote Class B Common Stock 2017-12-11 4 C 0 939910 D Class A Common Stock 939910 3613007 I See footnote Class B Common Stock 2017-12-11 4 C 0 60090 D Class A Common Stock 60090 230987 I See footnote Class B Common Stock 2017-12-12 4 C 0 281973 D Class A Common Stock 281973 3331034 I See footnote Class B Common Stock 2017-12-12 4 C 0 18027 D Class A Common Stock 18027 212960 I See footnote Class B Common Stock 2017-12-13 4 C 0 234977 D Class A Common Stock 234977 3096057 I See footnote Class B Common Stock 2017-12-13 4 C 0 15023 D Class A Common Stock 15023 197937 I See footnote Pursuant to a conversion exempt under Rule 16b-6(b), shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis. 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. 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. On December 11, 2017, 939,910 shares of Class A Common Stock held by KV IV were distributed to the limited partners and general partners of KV IV. On December 11, 2017, 60,090 shares of Class A Common Stock held by KV IV (CF) were distributed to the limited partners and general partners of KV IV (CF). Consists of securities held of record by KVA IV. 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 KVA IV, and each of VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KVA IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. On December 11, 2017, 101,499 shares of Class A Common Stock held by KVA IV were distributed to the members of KVA IV. Consists of securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $24.96 to $25.955, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (9) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.96 to $26.25, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (10) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $24.96 to $25.955, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (11) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.96 to $26.25, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (12) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.06 to $26.05, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (13) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at $26.06. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (14) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $25.06 to $26.05, inclusive. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (15) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at $26.06. Each reporting person undertakes to provide Okta, Inc., any security holder of Okta, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (16) to this Form 4. 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. /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. 2017-12-13 /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. 2017-12-13 /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 2017-12-13 /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 2017-12-13 /s/ John Demeter, as attorney in fact for Vinod Khosla 2017-12-13