Statement of Changes in Beneficial Ownership (4)
April 12 2017 - 6:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Khosla Ventures IV, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Okta, Inc.
[
OKTA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2128 SAND HILL ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/12/2017
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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4/12/2017
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C
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6197759
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A
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(4)
(5)
(6)
(7)
(8)
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6197759
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I
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See Footnote
(2)
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Common Stock
(1)
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4/12/2017
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C
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396235
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A
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(4)
(5)
(6)
(7)
(8)
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396235
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I
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See Footnote
(3)
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Common Stock
(1)
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4/12/2017
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J
(1)
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6197759
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D
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(1)
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0
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I
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See Footnote
(2)
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Common Stock
(1)
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4/12/2017
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J
(1)
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396235
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D
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(1)
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0
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I
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See Footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B Preferred Stock
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(4)
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4/12/2017
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C
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4199074
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(4)
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(4)
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Common Stock
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4199074
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$0.00
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0
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I
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See Footnote
(2)
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Series B Preferred Stock
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(4)
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4/12/2017
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C
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268455
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(4)
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(4)
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Common Stock
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268455
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$0.00
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0
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I
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See Footnote
(3)
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Series C Preferred Stock
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(5)
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4/12/2017
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C
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771039
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(5)
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(5)
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Common Stock
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771039
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$0.00
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0
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I
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See Footnote
(2)
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Series C Preferred Stock
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(5)
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4/12/2017
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C
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49294
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(5)
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(5)
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Common Stock
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49294
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$0.00
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0
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I
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See Footnote
(3)
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Series D Preferred Stock
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(6)
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4/12/2017
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C
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636220
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(6)
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(6)
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Common Stock
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636220
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$0.00
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0
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I
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See Footnote
(2)
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Series D Preferred Stock
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(6)
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4/12/2017
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C
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40675
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(6)
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(6)
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Common Stock
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40675
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$0.00
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0
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I
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See Footnote
(3)
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Series E Preferred Stock
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(7)
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4/12/2017
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C
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552313
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(7)
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(7)
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Common Stock
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552313
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$0.00
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0
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I
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See Footnote
(2)
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Series E Preferred Stock
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(7)
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4/12/2017
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C
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35310
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(7)
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(7)
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Common Stock
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35310
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$0.00
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0
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I
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See Footnote
(3)
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Series F Preferred Stock
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(8)
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4/12/2017
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C
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39113
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(8)
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(8)
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Common Stock
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39113
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$0.00
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0
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I
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See Footnote
(2)
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Series F Preferred Stock
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(8)
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4/12/2017
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C
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2501
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(8)
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(8)
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Common Stock
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2501
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$0.00
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0
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I
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See Footnote
(3)
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Class B Common Stock
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(1)
(9)
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4/12/2017
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J
(1)
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6197759
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(9)
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(1)
(9)
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Class A Common Stock
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6197759
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$0.00
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6197759
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I
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See Footnote
(2)
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Class B Common Stock
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(1)
(9)
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4/12/2017
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J
(1)
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396235
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(9)
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(1)
(9)
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Class A Common Stock
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396235
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$0.00
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396235
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I
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See Footnote
(3)
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Explanation of Responses:
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(1)
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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.
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(2)
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Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
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(3)
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Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
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(4)
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The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
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(5)
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The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
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(6)
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The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
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(7)
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The Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
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(8)
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The Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis and has no expiration date.
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(9)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Khosla Ventures IV, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA 94025
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X
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Khosla Ventures IV (CF), L.P.
2128 SAND HILL ROAD
MENLO PARK, CA 94025
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X
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Khosla Ventures Associates IV, LLC
2128 SAND HILL ROAD
MENLO PARK, CA 94025
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X
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VK Services, LLC
2128 SAND HILL ROAD
MENLO PARK, CA 94025
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X
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KHOSLA VINOD
2128 SAND HILL ROAD
MENLO PARK, CA 94025
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X
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Signatures
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/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV, L.P.
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4/12/2017
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**
Signature of Reporting Person
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Date
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/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV (CF), L.P.
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4/12/2017
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**
Signature of Reporting Person
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Date
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/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC
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4/12/2017
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Signature of Reporting Person
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Date
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/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC
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4/12/2017
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**
Signature of Reporting Person
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Date
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/s/ John J. Demeter, as attorney in fact for Vinod Khosla
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4/12/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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