Okta, Inc. — Director's Dealing 2017

Nov 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2017-10-31

Reporting Person: Runyan Jonathan T (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-31	Class A Common Stock	C	19366	$0.00	Acquired	19366	Direct
2017-10-31	Class A Common Stock	S	11270	$29.00	Disposed	8066	Direct
2017-10-31	Class A Common Stock	S	8066	$29.00	Disposed	0	Direct
2017-11-01	Class A Common Stock	C	45060	$0.00	Acquired	45060	Direct
2017-11-01	Class A Common Stock	S	1042	$29.00	Disposed	44018	Direct
2017-11-01	Class A Common Stock	S	2084	$29.00	Disposed	41934	Direct
2017-11-01	Class A Common Stock	S	41934	$29.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-31	Employee Stock Option (Right to Buy)	$8.62	M	11270	Disposed	2026-02-24	Class B Common Stock (11270)	Direct
2017-10-31	Class B Common Stock	$	M	11270	Acquired		Class A Common Stock (11270)	Direct
2017-10-31	Employee Stock Option (Right to Buy)	$8.97	M	8066	Disposed	2026-07-29	Class B Common Stock (8066)	Direct
2017-10-31	Class B Common Stock	$	M	8066	Acquired		Class A Common Stock (19336)	Direct
2017-10-31	Class B Common Stock	$	C	19336	Disposed		Class A Common Stock (19336)	Direct
2017-11-01	Employee Stock Option (Right to Buy)	$7.17	M	1042	Disposed	2025-08-27	Class B Common Stock (1042)	Direct
2017-11-01	Class B Common Stock	$	M	1042	Acquired		Class A Common Stock (1042)	Direct
2017-11-01	Employee Stock Option (Right to Buy)	$8.62	M	2084	Disposed	2026-02-24	Class B Common Stock (2084)	Direct
2017-11-01	Class B Common Stock	$	M	2084	Acquired		Class A Common Stock (3126)	Direct
2017-11-01	Employee Stock Option (Right to Buy)	$8.97	M	41934	Disposed	2026-07-29	Class B Common Stock (41934)	Direct
2017-11-01	Class B Common Stock	$	M	41934	Acquired		Class A Common Stock (45060)	Direct
2017-11-01	Class B Common Stock	$	C	45060	Disposed		Class A Common Stock (45060)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$3.11	2025-01-21	Class B Common Stock (172814)	172814	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 shares subject to the option shall vest in 48 equal monthly installments beginning on February 1, 2016, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.

F4: 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 continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.

F5: The shares subject to the option shall vest in 48 equal monthly installments beginning on August 1, 2015, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.

F6: 25% of the shares subject to the option vested on January 20, 2016 and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.