Statement of Ownership (sc 13g)
February 14 2018 - 2:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. __)*
Okta, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
679295105
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of
This Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP No.
679295105
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1.
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Name of Reporting Persons
Glynn Capital Management LLC
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2.
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Check the Appropriate Box if a Member of a
Group (See Instructions)
(a)
(b)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
2,343,268
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6.
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Shared Voting Power
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,343,268
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9.
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Aggregate Amount Beneficially Owned by
Each Reporting Person
2,343,268
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount
in Row (9)
2.3% of Common Stock (5.8% of Class A Common
Stock) (1)
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12.
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Type of Reporting Person (See Instructions)
IA
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(1) The Common Stock beneficial ownership
percentage is based on each of (i) a total of 101,924,188 shares of Common Stock (40,488,329 shares of Class A Common Stock and
61,435,859 shares of Class B Common Stock) outstanding as of November 30, 2017, as reported on the Issuer’s Quarterly Report
on Form 10-Q for the quarter ended October 31, 2017, filed with the SEC on December 7, 2017; and (ii) the Class A Common Stock
outstanding as of the same date voting as a single class.
Item 1.
Okta, Inc.
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(b)
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Address of Issuer’s
Principal Executive Offices
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301 Brannan Street
San Francisco, CA 94107
Item
2.
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(a)
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Name of Person Filing
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Glynn Capital Management LLC
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(b)
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Address of Principal Business Office or, if none, Residence
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The address for Glynn
Capital Management LLC is 3000 Sand Hill Road, Building 3, Suite 230, Menlo Park, CA 94025
Delaware
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(d)
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Title of Class of Securities
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Class A Common
Stock
679295105
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Item 3.
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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:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);
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(k)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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(a)
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Amount beneficially owned
as of December 31, 2017:
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2,343,268 shares of
Class A Common Stock
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(b)
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Percent of Class as of December 31, 2017:
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2.3% of Common Stock
(5.8% of Class A Common Stock)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to
direct the vote - 2,343,268 shares of the Class A Common Stock
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(ii)
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Shared power to vote or
to direct the vote – 0 shares
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(iii)
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Sole power to dispose or
to direct the disposition of – 0 shares
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(iv)
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Shared power to dispose
or to direct the disposition of – 2,343,268 shares of the Class A Common Stock
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Item 5.
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Ownership of Five Percent
or Less of a Class
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If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following
¨
.
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Item 6.
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Ownership of More than
Five Percent on Behalf of Another Person
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The securities as to which this Schedule 13G is filed are owned by clients of Glynn Capital Management
LLC. These Clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale
of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of
securities, except as follows:
Not Applicable
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Item 7.
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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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Not Applicable
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Item 8.
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Identification and Classification
of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of
a Group
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Not Applicable
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2018
Glynn Capital Management LLC
By:
/s/ John Glynn
Name: John Glynn
Title: President
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