SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Klein Michael Stuart (Last) (First) (Middle) 640 FIFTH AVENUE, 14TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Oklo Inc. [ OKLO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, par value $0.0001 per share	11/14/2024		J(1)		13,450,000	D	$0.00(1)	500,000(2)	I	See footnote(2)
Common Stock, par value $0.0001 per share								3,747,800(3)	I	See footnote(3)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person* Klein Michael Stuart (Last) (First) (Middle) 640 FIFTH AVENUE, 14TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* M. Klein Associates, Inc. (Last) (First) (Middle) 640 FIFTH AVENUE, 14TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AltC Sponsor LLC (Last) (First) (Middle) 640 FIFTH AVENUE, 14TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents pro rata distribution by AltC Sponsor LLC (the "Sponsor") to its members (the "Distribution") following the business combination of AltC Acquisition Corp. with Oklo Inc., which closed on May 9, 2024. No consideration was paid in connection with the transaction reported herein.

2. 212,920 of the shares reported (the "Shares") are held of record by M. Klein Associates, Inc. and 287,100 of the Shares are held of record by Allies Capital Corp., each of which received the Shares in the Distribution. Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of the Sponsor. Michael Klein is the sole stockholder of Allies Capital Corp.

3. Represents shares of Class A common stock directly held by M. Klein & Company, LLC. Klein Michael Stuart has a minority interest in M. Klein & Company, LLC. The filing of this statement shall not be an admission that, for purpose of Section 16 under the Securities Exchange Act of 1934, as amended, or otherwise, Klein Michael Stuart is the beneficial owner of any securities reported herein. Klein Michael Stuart disclaims beneficial ownership of any securities of the Issuer except to the extent of Klein Michael Stuart's pecuniary interest therein.

	/s/ Michael Klein	11/18/2024
	M. Klein Associates, Inc. /s/ Jay Taragin Name: Jay Taragin Title: Authorized Person	11/18/2024
	AltC Sponsor LLC By: M. Klein Associates, Inc., its Manager By: /s/ Jay Taragin Name: Jay Taragin Title: Authorized Person	11/18/2024
	** Signature of Reporting Person	Date
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