VIA EDGAR
April 4, 2017
Ivan Griswold
Staff Attorney
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Re: | Okta, Inc. | |
| Acceleration Request for Registration Statement on FormS-1 | ||
| FileNo. 333-216654 |
Dear Mr. Griswold:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we wish to advise that between March 27, 2017 and the date hereof, approximately 2,123 copies of the Preliminary Prospectus of Okta, Inc. (the “Registrant”) dated March 27, 2017, were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements ofRule 15c2-8 under the Securities Exchange Act of 1934, as amended.
In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement be accelerated to 4:00 p.m. Eastern Time on April 6, 2017, or as soon thereafter as practicable.
[Signature Page Follows]
| Very truly yours, | ||||
| GOLDMAN, SACHS & CO. | ||||
| J.P. MORGAN SECURITIES LLC | ||||
| As Representatives of the several Underwriters | ||||
| By: | GOLDMAN, SACHS & CO. | |||
| By: | /s/ Sam Britton | |||
| Name: | Sam Britton | |||
| Title: | Managing Director | |||
| By: | J.P. MORGAN SECURITIES LLC | |||
| By: | /s/ Greg Chamberlain | |||
| Name: | Greg Chamberlain | |||
| Title: | Managing Director | |||
| cc: | William E. Losch,Okta, Inc. |
| Jonathan Runyan,Okta, Inc. |
| Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C. |
| Shauna Bracher, Wilson Sonsini Goodrich & Rosati, P.C. |
| Richard A. Kline,Goodwin Procter LLP |
| Sarah Axtell,Goodwin Procter LLP |
[Signature page to Underwriter Acceleration Request]
