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Form 4 Greylock XIII GP LLC For: Oct 03 Filed by: Okta, Inc.

October 4, 2017 4:41 PM
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 *
Greylock XIII GP LLC
(Last) (First) (Middle)
2550 SAND HILL ROAD, SUITE 200
(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)
10/03/2017
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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/03/2017 C 3,119,410 (1) A $ 0 (2) 3,119,410 (1) I By Greylock XIII Limited Partnership (3)
Class A Common Stock 10/03/2017 C 280,840 (4) A $ 0 (2) 280,840 (4) I By Greylock XIII-A Limited Partnership (5)
Class A Common Stock 10/04/2017 J (6) 3,119,410 D $ 0 0 I See footnote (6)
Class A Common Stock 10/04/2017 J (7) 280,840 D $ 0 0 I See footnote (7)
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 (2) 10/03/2017 C 3,119,410 (1) (2) (2) Class A Common Stock 3,119,410 (1) $ 0 (2) 9,135,899 I By Greylock XIII Limited Partnership (3)
Class B Common Stock (2) 10/03/2017 C 280,840 (4) (2) (2) Class A Common Stock 280,840 (4) $ 0 (2) 822,502 I By Greylock XIII-A Limited Partnership (5)
Explanation of Responses:
1. Represents 3,119,410 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII Limited Partnership ("Greylock XIII LP").
2. Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date.
3. The shares are held directly by Greylock XIII LP. Greylock XIII GP Limited Liability Company ("Greylock XIII GP") is the sole General Partner of Greylock XIII LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
4. Represents 280,840 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP").
5. The shares are held directly by Greylock XIII-A LP. Greylock XIII GP is the sole General Partner of Greylock XIII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
6. Represents a pro-rata, in-kind distribution by Greylock XIII LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
7. Represents a pro-rata, in-kind distribution by Greylock XIII-A LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC 10/04/2017
** Signature of Reporting Person Date
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership 10/04/2017
** Signature of Reporting Person Date
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII-A Limited Partnership 10/04/2017
** 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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