Statement of Changes in Beneficial Ownership (4)

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Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Greylock XIII GP LLC	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)
(Last) (First) (Middle) 2550 SAND HILL ROAD, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 4/12/2017
(Street) MENLO PARK, CA 94025 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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⁾	4/12/2017		C		12255309	A	$0.00	12255309 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	I	By Greylock XIII Limited Partnership ⁽⁸⁾
Common Stock ⁽¹⁾	4/12/2017		C		1103342	A	$0.00	1103342 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	I	By Greylock XIII-A Limited Partnership ⁽⁹⁾
Common Stock ⁽¹⁾	4/12/2017		J ⁽¹⁾		12255309	D	$0.00	0	I	By Greylock XIII Limited Partnership ⁽⁸⁾
Common Stock ⁽¹⁾	4/12/2017		J ⁽¹⁾		1103342	D	$0.00	0	I	By Greylock XIII-A Limited Partnership ⁽⁹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	4/12/2017		C			4929790	⁽²⁾	⁽²⁾	Common Stock	4929790	$0.00	0	I	By Greylock XIII Limited Partnership ⁽⁸⁾
Series A Preferred Stock	⁽²⁾	4/12/2017		C			443829	⁽²⁾	⁽²⁾	Common Stock	443829	$0.00	0	I	By Greylock XIII-A Limited Partnership ⁽⁹⁾
Series B Preferred Stock	⁽³⁾	4/12/2017		C			2877993	⁽³⁾	⁽³⁾	Common Stock	2877993	$0.00	0	I	By Greylock XIII Limited Partnership ⁽⁸⁾
Series B Preferred Stock	⁽³⁾	4/12/2017		C			259105	⁽³⁾	⁽³⁾	Common Stock	259105	$0.00	0	I	By Greylock XIII-A Limited Partnership ⁽⁹⁾
Series C Preferred Stock	⁽⁴⁾	4/12/2017		C			1245772	⁽⁴⁾	⁽⁴⁾	Common Stock	1245772	$0.00	0	I	By Greylock XIII Limited Partnership ⁽⁸⁾
Series C Preferred Stock	⁽⁴⁾	4/12/2017		C			112156	⁽⁴⁾	⁽⁴⁾	Common Stock	112156	$0.00	0	I	By Greylock XIII-A Limited Partnership ⁽⁹⁾
Series D Preferred Stock	⁽⁵⁾	4/12/2017		C			1158939	⁽⁵⁾	⁽⁵⁾	Common Stock	1158939	$0.00	0	I	By Greylock XIII Limited Partnership ⁽⁸⁾
Series D Preferred Stock	⁽⁵⁾	4/12/2017		C			104338	⁽⁵⁾	⁽⁵⁾	Common Stock	104338	$0.00	0	I	By Greylock XIII-A Limited Partnership ⁽⁹⁾
Series E Preferred Stock	⁽⁶⁾	4/12/2017		C			949734	⁽⁶⁾	⁽⁶⁾	Common Stock	949734	$0.00	0	I	By Greylock XIII Limited Partnership ⁽⁸⁾
Series E Preferred Stock	⁽⁶⁾	4/12/2017		C			85504	⁽⁶⁾	⁽⁶⁾	Common Stock	85504	$0.00	0	I	By Greylock XIII-A Limited Partnership ⁽⁹⁾
Series F Preferred Stock	⁽⁷⁾	4/12/2017		C			1093081	⁽⁷⁾	⁽⁷⁾	Common Stock	1093081	$0.00	0	I	By Greylock XIII Limited Partnership ⁽⁸⁾
Series F Preferred Stock	⁽⁷⁾	4/12/2017		C			98410	⁽⁷⁾	⁽⁷⁾	Common Stock	98410	$0.00	0	I	By Greylock XIII-A Limited Partnership ⁽⁹⁾
Class B Common Stock	⁽¹⁰⁾	4/12/2017		J ⁽¹⁾		12255309		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	12255309	$0.00	12255309	I	By Greylock XIII Limited Partnership ⁽⁸⁾
Class B Common Stock	⁽¹⁰⁾	4/12/2017		J ⁽¹⁾		1103342		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1103342	$0.00	1103342	I	By Greylock XIII-A Limited Partnership ⁽⁹⁾

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 A 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 B 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 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.
(5)	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.
(6)	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.
(7)	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.
(8)	The shares are held directly by Greylock XIII Limited Partnership ("Greylock XIII LP"). Greylock XIII GP Limited Liability Company ("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.
(9)	The shares are held directly by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP"). Greylock XIII GP Limited Liability Company ("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.
(10)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Greylock XIII GP LLC 2550 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
Greylock XIII Limited Partnership 2550 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X
Greylock XIII-A Limited Partnership 2550 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025		X

Signatures
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC		4/12/2017
^** Signature of Reporting Person		Date
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII Limited Partnership		4/12/2017
^** Signature of Reporting Person		Date
/s/ Donald A. Sullivan, as Administrative Partner of Greylock XIII GP LLC, the general partner of Greylock XIII-A Limited Partnership		4/12/2017
^** 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 control number.

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