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
                                                                                  
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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
                      

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)

12/8/2017
(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)
Code V Amount (A) or (D) Price
Class A Common Stock   12/8/2017     C    3119410   (1) A $0.00   (2) 3119410   (1) I   By Greylock XIII Limited Partnership   (3)
Class A Common Stock   12/8/2017     C    280840   (4) A $0.00   (2) 280840   (4) I   By Greylock XIII-A Limited Partnership   (5)
Class A Common Stock   12/8/2017     J (6)    3119410   D $0.00   0   I   See footnote   (6)
Class A Common Stock   12/8/2017     J (7)    280840   D $0.00   0   I   See footnote   (7)

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock     (2) 12/8/2017     C         3119410   (1)     (2)   (2) Class A Common Stock   3119410   (1) $0.00   (2) 6016489   I   By Greylock XIII Limited Partnership   (3)
Class B Common Stock     (2) 12/8/2017     C         280840   (4)     (2)   (2) Class A Common Stock   280840   (4) $0.00   (2) 541662   I   By Greylock XIII-A Limited Partnership   (5)

Explanation of Responses:
(1)  Represents 3,119,410 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII Limited Partnership ("Greylock XIII LP").
(2)  Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date.
(3)  The shares are held directly by 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.
(4)  Represents 280,840 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP").
(5)  The shares are held directly by Greylock XIII-A LP. 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.
(6)  Represents a pro-rata, in-kind distribution by Greylock XIII LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(7)  Represents a pro-rata, in-kind distribution by Greylock XIII-A LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

Reporting Owners
Reporting Owner Name / Address
Relationships
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 12/8/2017
** 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 12/8/2017
** 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 12/8/2017
** 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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