Form 4 Okta, Inc. For: Jan 02 Filed by: Grady Patrick W

January 4, 2018 9:22 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 ^*

Grady Patrick W

(Last)

(First)

(Middle)

C/O OKTA, INC.

301 BRANNAN STREET

(Street)

SAN FRANCISCO

94107

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2018

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)
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	01/02/2018		C		2,071,223	A	$ 0	2,071,223	I	By SC US GF V Holdings, Ltd. ⁽²⁾
Class A Common Stock	01/02/2018		C		1,318,174	A	$ 0	1,318,174	I	By Sequoia Capital U.S. Growth Fund VI, L.P. ⁽²⁾
Class A Common Stock	01/02/2018		C		66,026	A	$ 0	66,026	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P. ⁽²⁾
Class A Common Stock	01/02/2018		J⁽¹⁾		2,071,223	D	$ 0	0	I	By SC US GF V Holdings, Ltd. ⁽²⁾
Class A Common Stock	01/02/2018		J⁽¹⁾		1,318,174	D	$ 0	0	I	By Sequoia Capital U.S. Growth Fund VI, L.P. ⁽²⁾
Class A Common Stock	01/02/2018		J⁽¹⁾		66,026	D	$ 0	0	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P. ⁽²⁾
Class A Common Stock	01/02/2018		J⁽³⁾		70,452	A	$ 0	148,282	D
Class A Common Stock	01/04/2018		C		2,071,223	A	$ 0	2,071,223	I	By SC US GF V Holdings, Ltd. ⁽²⁾
Class A Common Stock	01/04/2018		C		1,318,174	A	$ 0	1,318,174	I	By Sequoia Capital U.S. Growth Fund VI, L.P. ⁽²⁾
Class A Common Stock	01/04/2018		C		66,026	A	$ 0	66,026	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P. ⁽²⁾
Class A Common Stock	01/04/2018		J⁽¹⁾		2,071,223	D	$ 0	0	I	By SC US GF V Holdings, Ltd. ⁽²⁾
Class A Common Stock	01/04/2018		J⁽¹⁾		1,318,174	D	$ 0	0	I	By Sequoia Capital U.S. Growth Fund VI, L.P. ⁽²⁾
Class A Common Stock	01/04/2018		J⁽¹⁾		66,026	D	$ 0	0	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P. ⁽²⁾
Class A Common Stock	01/04/2018		J⁽³⁾		69,224	A	$ 0	217,506	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)
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	⁽⁴⁾	01/02/2018		C			2,071,223	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,071,223	$ 0	6,213,670	I	By SC US GF V Holdings, Ltd. ⁽²⁾
Class B Common Stock	⁽⁴⁾	01/02/2018		C			1,318,174	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,318,174	$ 0	3,954,520	I	By Sequoia Capital U.S. Growth Fund VI, L.P. ⁽²⁾
Class B Common Stock	⁽⁴⁾	01/02/2018		C			66,026	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	66,026	$ 0	198,080	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P. ⁽²⁾
Class B Common Stock	⁽⁴⁾	01/04/2018		C			2,071,223	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,071,223	$ 0	4,142,447	I	By SC US GF V Holdings, Ltd. ⁽²⁾
Class B Common Stock	⁽⁴⁾	01/04/2018		C			1,318,174	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,318,174	$ 0	2,636,346	I	By Sequoia Capital U.S. Growth Fund VI, L.P. ⁽²⁾
Class B Common Stock	⁽⁴⁾	01/04/2018		C			66,026	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	66,026	$ 0	132,054	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P. ⁽²⁾

Explanation of Responses:

1. Represents a distribution of Class A Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.

2. SC US (TTGP), Ltd. is the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding shares held by SC US GF V Holdings, Ltd. SC US (TTGP), Ltd. is the general partner of SCGF V Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P The Reporting Person is a Director of SC US (TTGP), Ltd. The Reporting Person disclaims beneficial ownership of the securities held by the Sequoia Capital funds except to the extent of his 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.

3. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnote (1) above.

4. 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.

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	01/04/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Form 4 Okta, Inc. For: Jan 02 Filed by: Grady Patrick W

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