| Item 1. | |
| (a) | Name of issuer:
Okta, Inc. |
| (b) | Address of issuer's principal executive offices:
100 FIRST STREET, 100 FIRST STREET, SAN FRANCISCO, CALIFORNIA, 94105. |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by Sands Capital Management, LLC ("SCM") and Frank
M. Sands ("Sands"). Sands holds ultimate voting and investment power over securities held by SCM.
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| (b) | Address or principal business office or, if none, residence:
The principal business address of each of SCM and Sands is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209. |
| (c) | Citizenship:
Sands Capital Management, LLC is organized under the laws of the State of Delaware. Sands is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
679295105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See rows 5 through 11 of cover pages. |
| (b) | Percent of class:
See rows 5 through 11 of cover pages. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See rows 5 through 11 of cover pages.
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| | (ii) Shared power to vote or to direct the vote:
See rows 5 through 11 of cover pages.
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| | (iii) Sole power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages.
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| | (iv) Shared power to dispose or to direct the disposition of:
See rows 5 through 11 of cover pages.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Securities reported on this Schedule 13G are held in the accounts of various clients of Sands Capital Management, LLC, which may include pension plans, endowments, foundations, mutual funds, charities, state and municipal government entities, Taft-Hartley plans, families, and individuals, among other types. Such clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No such client's interest in the class of securities reported herein is more than 5%. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
SCM is reporting hereunder as an investment adviser pursuant to Item 3(e) above. Sands is reporting hereunder as a control person pursuant to Item 3(g) above. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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