SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

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)
04/12/2017

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)
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)
Common Stock⁽¹⁾	04/12/2017		C		10,356,116	A	$0.00	10,356,116⁽²⁾⁽³⁾	I	By SC US GF V Holdings, Ltd.⁽⁶⁾
Common Stock⁽¹⁾	04/12/2017		C		6,590,868	A	$0.00	6,590,868⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital U.S. Growth Fund VI, L.P.⁽⁶⁾
Common Stock⁽¹⁾	04/12/2017		C		330,132	A	$0.00	330,132⁽⁴⁾⁽⁵⁾	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽⁶⁾
Common Stock⁽¹⁾	04/12/2017		J⁽¹⁾		10,356,116⁽⁷⁾	D	$0.00	0	I	By SC US GF V Holdings, Ltd.⁽⁶⁾
Common Stock⁽¹⁾	04/12/2017		J⁽¹⁾		6,590,868⁽⁷⁾	D	$0.00	0	I	By Sequoia Capital U.S. Growth Fund VI, L.P.⁽⁶⁾
Common Stock⁽¹⁾	04/12/2017		J⁽¹⁾		330,132⁽⁷⁾	D	$0.00	0	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽⁶⁾

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)
Series C Preferred Stock	⁽²⁾	04/12/2017		C			6,939,289	⁽²⁾	⁽²⁾	Common Stock	6,939,289	$0.00	0	I	By SC US GF V Holdings, Ltd.⁽⁶⁾
Series D Preferred Stock	⁽³⁾	04/12/2017		C			3,416,827	⁽³⁾	⁽³⁾	Common Stock	3,416,827	$0.00	0	I	By SC US GF V Holdings, Ltd.⁽⁶⁾
Series E Preferred Stock	⁽⁴⁾	04/12/2017		C			4,819,975	⁽⁴⁾	⁽⁴⁾	Common Stock	4,819,975	$0.00	0	I	By Sequoia Capital U.S. Growth Fund VI, L.P.⁽⁶⁾
Series E Preferred Stock	⁽⁴⁾	04/12/2017		C			241,279	⁽⁴⁾	⁽⁴⁾	Common Stock	241,279	$0.00	0	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽⁶⁾
Series F Preferred Stock	⁽⁵⁾	04/12/2017		C			1,773,893	⁽⁵⁾	⁽⁵⁾	Common Stock	1,773,893	$0.00	0	I	By Sequoia Capital U.S. Growth Fund VI, L.P.⁽⁶⁾
Series F Preferred Stock	⁽⁵⁾	04/12/2017		C			88,853	⁽⁵⁾	⁽⁵⁾	Common Stock	88,853	$0.00	0	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽⁶⁾
Class B Common Stock	⁽⁷⁾	04/12/2017		J⁽¹⁾		10,356,116		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	10,356,116	$0.00	10,356,116	I	By SC US GF V Holdings, Ltd.⁽⁶⁾
Class B Common Stock	⁽⁷⁾	04/12/2017		J⁽¹⁾		6,590,868		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	6,590,868	$0.00	6,590,868	I	By Sequoia Capital U.S. Growth Fund VI, L.P.⁽⁶⁾
Class B Common Stock	⁽⁷⁾	04/12/2017		J⁽¹⁾		330,132		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	330,132	$0.00	330,132	I	By Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽⁶⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(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^*

SC US GF V Holdings, Ltd.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(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^*

SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(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^*

SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(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^*

SC U.S. GROWTH VI MANAGEMENT, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(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^*

SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(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^*

SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(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. 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 was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

3. The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

5. The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

6. 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. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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.

7. 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.

Remarks:

* /s/ Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd., which 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. ** /s/ Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd., which 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. *** /s/ Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd., which 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., which together own 100% of the outstanding shares of SC US GF V Holdings, Ltd.

	/s/ Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd.	04/12/2017
	/s/Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd., which is the general partner of SC U.S. Growth VI Management, L.P.	04/12/2017
	* See Remarks	04/12/2017
	/s/ Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd., which is the general partner of SCGF V Management, L.P.	04/12/2017
	** See Remarks	04/12/2017
	*** See Remarks	04/12/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.