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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0002021433 XXXXXXXX LIVE 3 Class A Common Stock, par value $0.0001 per share 02/05/2025 false 0001849056 02156V109 Oklo Inc. 3190 Coronado Drive Santa Clara CA 95054 Jacob DeWitte, c/o Oklo Inc. (844) 200-3276 3190 Coronado Drive Santa Clara CA 95054 0002021433 N Jacob DeWitte OO N X1 0.00 25402712.00 0.00 25402712.00 25402712.00 N 18.2 IN 0002021786 N Caroline Cochran OO N X1 0.00 25402712.00 0.00 25402712.00 25402712.00 N 18.2 IN Class A Common Stock, par value $0.0001 per share Oklo Inc. 3190 Coronado Drive Santa Clara CA 95054 This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on May 16, 2024 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.0001 per share (the " Class A Common Stock"), of Oklo Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages is incorporated by reference to this Item 5. The Reporting Persons may be deemed to beneficially own an aggregate of 25,402,712 shares of Class A Common Stock, representing 18.2% of the Class A Common Stock outstanding based upon 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as set forth in the Issuer's Annual Report on Form 10-K filed by the Issuer on March 24, 2025. The information contained on the cover pages is incorporated by reference to this Item 5. The amounts reflected in the cover pages consist of (i) 10,805,098 shares of Class A Common Stock held of record by Mr. DeWitte, (ii) 10,502,108 shares of Class A Common Stock held of record by Ms. Cochran; (iii) 2,000,000 shares of Class A Common Stock held of record by Mr. DeWitte's GRAT; (iv) 2,000,000 shares of Class A Common Stock held of record by Ms. Cochran's GRAT, (v) 56,180 restricted stock units ("RSUs") held of record by Mr. DeWitte that have vested or will vest within 60 days and (vi) 39,326 RSUs held of record by Ms. Cochran that have vested or will vest within 60 days. Mr. DeWitte and Ms. Cochran are married and, as a result, may be deemed to share beneficial ownership of each other's securities. On February 5, 2025, the Reporting Persons ceased to have voting and dispositive power over 2,541,647 shares of Class A Common Stock held of record by Mr. DeWitte and Ms.Cochran's various family members. From March 27, 2025 through March 31, 2025, Mr. DeWitte disposed of an aggregate of 216,000 shares of Class A Common Stock in a series of open-market transactions. Details by date, listing the number of shares of Class A Common Stock disposed of and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction: March 27, 2025 -Shares Disposed of: 35,365 -Weighted Average Price Per Share: $25.1463 March 28, 2025 -Shares Disposed of: 139,635 -Weighted Average Price Per Share: $22.8812 March 31, 2025 -Shares Disposed of: 41,000 -Weighted Average Price Per Share: $21.8036 Additionally, on March 31, 2025, the Reporting Persons gifted an aggregate of 100,000 shares of Class A Common Stock for no consideration. None. Not applicable. Jacob DeWitte /s/ Richard Craig Bealmear Richard Craig Bealmear, Attorney-in-Fact 04/02/2025 Caroline Cochran /s/ Richard Craig Bealmear Richard Craig Bealmear, Attorney-in-Fact 04/02/2025