| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
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
*
| C/O OKTA, INC. |
| 301 BRANNAN STREET |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
Okta, Inc.
[
OKTA
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
01/12/2018
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
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
|
01/12/2018 |
|
C |
|
2,071,223
|
A
|
$
0
|
2,071,223
|
I
|
By SC US GF V Holdings, Ltd.
|
|
Class A Common Stock
|
01/12/2018 |
|
C |
|
1,318,174
|
A
|
$
0
|
1,318,174
|
I
|
By Sequoia Capital U.S. Growth Fund VI, L.P.
|
|
Class A Common Stock
|
01/12/2018 |
|
C |
|
66,026
|
A
|
$
0
|
66,026
|
I
|
By Sequoia Capital U.S. Growth VI Principals Fund, L.P.
|
|
Class A Common Stock
|
01/12/2018 |
|
J |
|
2,071,223
|
D
|
$
0
|
0
|
I
|
By SC US GF V Holdings, Ltd.
|
|
Class A Common Stock
|
01/12/2018 |
|
J |
|
1,318,174
|
D
|
$
0
|
0
|
I
|
By Sequoia Capital U.S. Growth Fund VI, L.P.
|
|
Class A Common Stock
|
01/12/2018 |
|
J |
|
66,026
|
D
|
$
0
|
0
|
I
|
By Sequoia Capital U.S. Growth VI Principals Fund, L.P.
|
|
Class A Common Stock
|
01/12/2018 |
|
J |
|
93,355
|
A
|
$
0
|
310,861
|
D
|
|
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
|
|
01/12/2018 |
|
C |
|
|
2,071,223
|
|
|
Class A Common Stock
|
2,071,223
|
$
0
|
2,071,224
|
I
|
By SC US GF V Holdings, Ltd.
|
|
Class B Common Stock
|
|
01/12/2018 |
|
C |
|
|
1,318,174
|
|
|
Class A Common Stock
|
1,318,174
|
$
0
|
1,318,172
|
I
|
By Sequoia Capital U.S. Growth Fund VI, L.P.
|
|
Class B Common Stock
|
|
01/12/2018 |
|
C |
|
|
66,026
|
|
|
Class A Common Stock
|
66,026
|
$
0
|
66,028
|
I
|
By Sequoia Capital U.S. Growth VI Principals Fund, L.P.
|
| Explanation of Responses: |
|
|
|
|
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
|
/s/ Jung Yeon Son, attorney-in-fact of the Reporting Person |
01/17/2018 |
|
** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
LIMITED POWER OF ATTORNEY
FOR CERTAIN FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION
Know all by these presents that the undersigned hereby constitutes and
appoints each of Chris Cooper, Marie Klemchuk and Jung Yeon Son the
undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of any entity
affiliated with Sequoia Capital Operations, LLC or any corporation
or other person in which an investment fund affiliated with Sequoia
Capital Operations, LLC makes an investment (each, a "Company"),
Forms 3, 4, and 5 and amendments thereto in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and the rules thereunder, as well as any reports on
Schedules 13D or 13G or Forms 13F or 13H and amendments thereto in
each case in accordance with Section 13 of the 1934 Act and the
rules thereunder or any Forms 144 in accordance with Rule 144 under
the Securities Act of 1933, as amended (the "1933 Act");
(2) Do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or
Form 144 or amendment thereto and timely file such form with the
United States Securities and Exchange Commission (the "SEC") and any
stock exchange or similar authority; and
(3) Take any other action of any type whatsoever which, in the opinion
of such attorney- in-fact, may be necessary or desirable in
connection with the foregoing authority, it being understood that
the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or any such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is any Company assuming, any of the undersigned's responsibilities
to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the
1933 Act.
This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact. This Limited Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of May 3, 2017.
By: /s/ Patrick W. Grady
-----------------------------
Patrick W. Grady
