Sec Form 4 Filing - SC US (TTGP), LTD. @ Okta, Inc. - 2017-04-12

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SC US (TTGP), LTD. 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) 2800 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 04/12/2017 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock ( 1 ) 04/12/2017 C 10,356,116 A $ 0 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 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 $ 0 330,132 ( 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 0 I By SC US GF V Holdings, Ltd. ( 6 ) Common Stock ( 1 ) 04/12/2017 J( 1 ) 6,590,868 ( 7 ) D $ 0 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series C Preferred Stock ( 2 ) 04/12/2017 C 6,939,289 ( 2 ) ( 2 ) Common Stock 6,939,289 $ 0 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 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 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 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 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 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 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 6,590,868 I By Sequoia Capita l 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 $ 0 330,132 I By Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SC US (TTGP), LTD. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SC US GF V Holdings, Ltd. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SC U.S. GROWTH VI MANAGEMENT, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA CAPITAL USGF PRINCIPALS FUND V, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA CAPITAL U.S. GROWTH FUND V, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Signatures /s/ Jung Yeon Son, by power of attorney for Patrick W. Grady, a Director of SC US (TTGP), Ltd. 04/12/2017 Signature of Reporting Person Date /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 Signature of Reporting Person Date * See Remarks 04/12/2017 Signature of Reporting Person Date /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 Signature of Reporting Person Date ** See Remarks 04/12/2017 Signature of Reporting Person Date *** See Remarks 04/12/2017 Signature of Reporting Person Date

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.

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).

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