Andreessen Horowitz Fund I-B Form 4 Okta / Marc L Andreessen 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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X

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^*

Andreessen Horowitz Fund I, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 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)
03/08/2018

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/08/2018		J(1)		1,266	A	$0.00	974,601(2)	I	By LAMA Community Trust(3)
Class A Common Stock	03/09/2018		C		3,171,398	A	$0.00	3,171,398	I	By Andreessen Horowitz Fund I, L.P.(4)
Class A Common Stock	03/09/2018		J(5)		3,171,398	D	$0.00	0	I	By Andreessen Horowitz Fund I, L.P.(4)
Class A Common Stock	03/09/2018		C		826,923	A	$0.00	826,923	I	By AH Parallel Fund IV, L.P.(6)(7)
Class A Common Stock	03/09/2018		J(5)		826,923	D	$0.00	0	I	By AH Parallel Fund IV, L.P.(6)(7)
Class A Common Stock	03/09/2018		J(5)		921,168	A	$0.00	921,168	I	By AH Equity Partners I, L.L.C.(4)
Class A Common Stock	03/09/2018		J(5)		921,168	D	$0.00	0	I	By AH Equity Partners I, L.L.C.(4)
Class A Common Stock	03/09/2018		J(5)		8,076	A	$0.00	8,076	I	By AH Equity Partners IV (Parallel), L.L.C.(6)(7)
Class A Common Stock	03/09/2018		J(5)		8,076	D	$0.00	0	I	By AH Equity Partners IV (Parallel), L.L.C.(6)(7)
Class A Common Stock	03/09/2018		J(5)		15,967	A	$0.00	47,876	I	By AH Capital Management, L.L.C.(8)
Class A Common Stock	03/09/2018		J(5)		516,620	A	$0.00	1,491,221	I	By LAMA Community Trust(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(9)	03/09/2018		C			3,171,398	(9)	(9)	Class A Common Stock	3,171,398	$0.00(9)	3,171,395	I	By Andreessen Horowitz Fund I, L.P(4)
Class B Common Stock	(9)	03/09/2018		C			826,923	(9)	(9)	Class A Common Stock	826,923	$0.00(9)	826,927	I	By AH Parallel Fund IV, L.P.(6)(7)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund I, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund I-A, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund I-B, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Equity Partners I, L.L.C.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV-A, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV-B, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AH Parallel Fund IV-Q, L.P.

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

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

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Andreessen Marc L

(Last) (First) (Middle)

2865 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities were distributed to Marc Andreessen and his spouse as trustees of the LAMA Community Trust in connection with a pro rata, in-kind distribution, and not a purchase or sale, of the shares by Greylock XIII-A Limited Partnership to its general and limited partners without consideration.

2. The balance includes shares previously held by JP Morgan Trust Company, NA and Marc Andreessen as trustees of the Andreessen 1996 Living Trust, which transferred the shares to the LAMA Community Trust for no consideration.

3. The reported securities are held by the LAMA Community Trust of which Marc Andreessen and his spouse are trustees. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, 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.

4. The reported securities are held by Andreessen Horowitz Fund I, L.P., for itself and as nominee for Andreessen Horowitz Fund I-A, L.P. and Andreessen Horowitz Fund I-B, L.P. (collectively, the "AH Fund I Entities"). AH Equity Partners I, L.L.C. ("AH EP I") is the general partner of the AH Fund I Entities and has sole voting and investment power with regard to the securities held by the AH I Fund Entities. The managing members of AH EP I are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and investment power with respect to the shares held by the AH Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of its 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.

5. Represents pro rata, in-kind distributions, and not a purchase or sale, of securities without consideration, by such distributing entity to its partners, members and/or assigns.

6. The reported securities are held by AH Parallel Fund IV, L.P., for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. (collectively, the "AH Parallel Fund IV Entities"). AH Equity Partners IV (Parallel), L.L.C. ("AH EP IV Parallel") is the general partner of the AH Parallel Fund IV Entities and has sole voting and investment power with regard to the securities held by the AH Parallel Fund IV Entities.

7. (Continued from Footnote 6) The managing members of AH EP IV Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and investment power with respect to the shares held by the AH Parallel Fund IV Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of its 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.

8. The reported securities are held by AH Capital Management, L.L.C. The members of AH Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz, who share voting and investment power with respect to the shares held by AH Capital Management, L.L.C. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of these securities except to the extent of its 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.

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:

This report is one of two reports (the other report is being filed by Ben Horowitz on or about the same filing date), each on a separate Form 4, but relating to the same transactions being reported by entities affiliated with AH Capital Management and their associated managing members.

	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: , Scott Kupor, Chief Operating Officer, /s/ Scott Kupor	03/12/2018
	AH Equity Partners I, L.L.C., By: , Scott Kupor, Chief Operating Officer, /s/ Scott Kupor	03/12/2018
	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: , Scott Kupor, Chief Operating, /s/ Scott Kupor Officer	03/12/2018
	AH Equity Partners IV (Parallel), L.L.C., By: , Scott Kupor, Chief Operating Officer, /s/ Scott Kupor	03/12/2018
	Marc L. Andreessen, Scott Kupor, attorney-in-fact of Marc Andreessen, /s/ Scott Kupor	03/12/2018
	** Signature of Reporting Person	Date
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