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* Grady Patrick W (Last) (First) (Middle) C/O OKTA, INC. 301 BRANNAN STREET (Street) SAN FRANCISCO CA 94107 (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) X 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) X Form filed by One Reporting Person 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Common Stock(2)	6,939,289	(1)	I	See Footnotes(3)(4)(1)
Series D Preferred Stock	(5)	(5)	Common Stock(2)	3,416,827	(5)	I	See Footnotes(3)(4)(5)
Series E Preferred Stock	(6)	(6)	Common Stock(2)	5,058,254	(6)	I	See Footnotes(3)(4)(6)
Series F Preferred Stock	(7)	(7)	Common Stock(2)	1,862,746	(7)	I	See Footnotes(3)(4)(7)

Explanation of Responses:

1. 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. As of the date hereof, SC US GF V Holdings, Ltd. owns 6,939,289 shares of Series C Preferred Stock.

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. 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.

4. (Continued from footnote 3) The Reporting Person disclaims beneficial ownership of the securities held by the Sequoia Capital funds referred to above 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.

5. 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. As of the date hereof, SC US GF V Holdings, Ltd. owns 3,416,827 shares of Series D Preferred Stock.

6. 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. As of the date hereof, Sequoia Capital U.S. Growth Fund VI, L.P. owns 4,816,975 shares and Sequoia Capital U.S. Growth VI Principals Fund , L.P. owns 241,279 shares of Series E Preferred Stock.

7. 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. As of the date hereof, Sequoia Capital U.S. Growth Fund VI, L.P. owns 1,773,893 shares and Sequoia Capital U.S. Growth VI Principals Fund , L.P. owns 88,853 shares of Series F Preferred Stock.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	04/05/2017
	** 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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