Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Klein Michael Stuart 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) (Last) (First) (Middle) 640 FIFTH AVENUE, 14TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2024 (Street) NEW YORK, NY 10019 4. If Amendment, Date 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 (City) (State) (Zip) 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 (1) 500,000(2) I See footnote(2) Common Stock, par value $0.0001 per share 3,747,800(3) I See footnote(3)

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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 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Klein Michael Stuart 640 FIFTH AVENUE, 14TH FLOOR NEW YORK, NY 10019	X	X
M. Klein Associates, Inc. 640 FIFTH AVENUE, 14TH FLOOR NEW YORK, NY 10019	X	X
AltC Sponsor LLC 640 FIFTH AVENUE, 14TH FLOOR NEW YORK, NY 10019	X	X

Signatures

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

Explanation of Responses:

*	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).
(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.

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