SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Greylock XIII GP LLC

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2017

3. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	4,929,790	⁽¹⁾	I	By Greylock XIII Limited Partnership⁽³⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	443,829	⁽¹⁾	I	By Greylock XIII-A Limited Partnership⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽²⁾	2,877,993	⁽⁵⁾	I	By Greylock XIII Limited Partnership⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock⁽²⁾	259,105	⁽⁵⁾	I	By Greylock XIII-A Limited Partnership⁽⁴⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽²⁾	1,245,772	⁽⁶⁾	I	By Greylock XIII Limited Partnership⁽³⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽²⁾	112,156	⁽⁶⁾	I	By Greylock XIII-A Limited Partnership⁽⁴⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽²⁾	1,158,939	⁽⁷⁾	I	By Greylock XIII Limited Partnership⁽³⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock⁽²⁾	104,338	⁽⁷⁾	I	By Greylock XIII-A Limited Partnership⁽⁴⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽²⁾	949,734	⁽⁸⁾	I	By Greylock XIII Limited Partnership⁽³⁾
Series E Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock⁽²⁾	85,504	⁽⁸⁾	I	By Greylock XIII-A Limited Partnership⁽⁴⁾
Series F Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock⁽²⁾	1,093,081	⁽⁹⁾	I	By Greylock XIII Limited Partnership⁽³⁾
Series F Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock⁽²⁾	98,410	⁽⁹⁾	I	By Greylock XIII-A Limited Partnership⁽⁴⁾

1. Name and Address of Reporting Person^*

Greylock XIII GP LLC

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Greylock XIII Limited Partnership

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Greylock XIII-A Limited Partnership

(Last)

(First)

(Middle)

2550 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer.

2. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

3. The shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP LLC ("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. The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII LP"). Greylock XIII GP LLC ("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.

5. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer.

6. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock of the Issuer.

7. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock of the Issuer.

8. The Series E Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series E Preferred Stock will be converted into shares of Common Stock of the Issuer.

9. The Series F Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series F Preferred Stock will be converted into shares of Common Stock of the Issuer.

Remarks:

	/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC	04/06/2017
	/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership	04/06/2017
	/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII-A Limited Partnership	04/06/2017
	** 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 5 (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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