Okta, Inc. — Director's Dealing 2017

Oct 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2017-10-18

Reporting Person: Kerrest Jacques Frederic (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-18	Class A Common Stock	C	95366	$0.00	Acquired	95366	Indirect
2017-10-18	Class A Common Stock	S	95366	$27.1352	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-18	Class B Common Stock	$	C	95366	Disposed		Class A Common Stock (95366)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (64584)	64584	Indirect
Class B Common Stock	$		Class A Common Stock (203955)	203955	Indirect
Class B Common Stock	$		Class A Common Stock (193965)	193965	Indirect
Class B Common Stock	$		Class A Common Stock (11427)	11427	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (75000)	75000	Direct
Employee Stock Option (Right to Buy)	$3.11	2024-08-26	Class B Common Stock (75000)	75000	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (250000)	250000	Indirect
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (1000000)	1000000	Direct

Footnotes

F1: 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.

F2: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.00 to $27.79 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: 25% of the shares subject to the option vested on August 1, 2014, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F5: 25% of the shares subject to the option vested on August 1, 2015, and the remaining shares subject to the option vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F6: 25% of the shares subject to the option vested on August 1, 2016, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F7: 20% of the shares subject to the option vested on July 29, 2017, 20% of the shares subject to the option shall vest on July 29, 2018, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.