Khosla Vinod Form 4 Okta / VINOD KHOSLA ownership change

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2017

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)
Class A Common Stock	12/11/2017		C⁽¹⁾		939,910	A	$0.00	939,910	I	See footnote⁽²⁾
Class A Common Stock	12/11/2017		C⁽¹⁾		60,090	A	$0.00	60,090	I	See footnote⁽³⁾
Class A Common Stock	12/11/2017		J⁽⁴⁾		939,910	D	$0.00	0	I	See footnote⁽²⁾
Class A Common Stock	12/11/2017		J⁽⁵⁾		60,090	D	$0.00	0	I	See footnote⁽³⁾
Class A Common Stock	12/11/2017		J⁽⁴⁾		101,409	A	$0.00	101,409	I	See footnote⁽⁶⁾
Class A Common Stock	12/11/2017		J⁽⁵⁾		90	A	$0.00	101,499	I	See footnote⁽⁶⁾
Class A Common Stock	12/11/2017		J⁽⁷⁾		101,499	D	$0.00	0	I	See footnote⁽⁶⁾
Class A Common Stock	12/11/2017		J⁽⁷⁾		90,002	A	$0.00	263,253	I	See footnote⁽⁸⁾
Class A Common Stock	12/12/2017		C⁽¹⁾		281,973	A	$0.00⁽¹⁾	281,973	I	See footnote⁽²⁾
Class A Common Stock	12/12/2017		S		262,672	D	$25.45⁽⁹⁾	19,301	I	See footnote⁽²⁾
Class A Common Stock	12/12/2017		S		19,301	D	$26.01⁽¹⁰⁾	0	I	See footnote⁽²⁾
Class A Common Stock	12/12/2017		C⁽¹⁾		18,027	A	$0.00⁽¹⁾	18,027	I	See footnote⁽³⁾
Class A Common Stock	12/12/2017		S		16,793	D	$25.45⁽¹¹⁾	1,234	I	See footnote⁽³⁾
Class A Common Stock	12/12/2017		S		1,234	D	$26.01⁽¹²⁾	0	I	See footnote⁽³⁾
Class A Common Stock	12/13/2017		C⁽¹⁾		234,977	A	$0.00⁽¹⁾	234,977	I	See footnote⁽²⁾
Class A Common Stock	12/13/2017		S		234,789	D	$25.45⁽¹³⁾	188	I	See footnote⁽²⁾
Class A Common Stock	12/13/2017		S		188	D	$26.06⁽¹⁴⁾	0	I	See footnote⁽²⁾
Class A Common Stock	12/13/2017		C⁽¹⁾		15,023	A	$0.00⁽¹⁾	15,023	I	See footnote⁽³⁾
Class A Common Stock	12/13/2017		S		15,011	D	$25.45⁽¹⁵⁾	12	I	See footnote⁽³⁾
Class A Common Stock	12/13/2017		S		12	D	$26.06⁽¹⁶⁾	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)
Class B Common Stock	⁽¹⁷⁾	12/11/2017		C⁽¹⁾			939,910	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	939,910	⁽¹⁷⁾	3,613,007	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁷⁾	12/11/2017		C⁽¹⁾			60,090	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	60,090	⁽¹⁷⁾	230,987	I	See footnote⁽³⁾
Class B Common Stock	⁽¹⁷⁾	12/12/2017		C⁽¹⁾			281,973	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	281,973	⁽¹⁷⁾	3,331,034	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁷⁾	12/12/2017		C⁽¹⁾			18,027	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	18,027	⁽¹⁷⁾	212,960	I	See footnote⁽³⁾
Class B Common Stock	⁽¹⁷⁾	12/13/2017		C⁽¹⁾			234,977	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	234,977	⁽¹⁷⁾	3,096,057	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁷⁾	12/13/2017		C⁽¹⁾			15,023	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	15,023	⁽¹⁷⁾	197,937	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)

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)

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)

1. Name and Address of Reporting Person^*

VK Services, LLC

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KHOSLA VINOD

(Last)

(First)

(Middle)

2128 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

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. 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.

5. 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).

6. 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.

7. On December 11, 2017, 101,499 shares of Class A Common Stock held by KVA IV were distributed to the members of KVA IV.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.	12/13/2017
	/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.	12/13/2017
	/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	12/13/2017
	/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC	12/13/2017
	/s/ John Demeter, as attorney in fact for Vinod Khosla	12/13/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Khosla Vinod Form 4Okta / VINOD KHOSLA ownership change