Okta, Inc. — Director's Dealing 2017

Apr 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2017-04-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-12	Common Stock	J	3274189	—	Disposed	0	Indirect
2017-04-12	Common Stock	J	196885	—	Disposed	0	Indirect
2017-04-12	Common Stock	J	210335	—	Disposed	0	Indirect
2017-04-12	Common Stock	J	70111	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-12	Class B Common Stock	$	J	3274189	Acquired		Class A Common Stock (3274189)	Indirect
2017-04-12	Class B Common Stock	$	J	196885	Acquired		Class A Common Stock (196885)	Indirect
2017-04-12	Class B Common Stock	$	J	210335	Acquired		Class A Common Stock (210335)	Indirect
2017-04-12	Class B Common Stock	$	J	70111	Acquired		Class A Common Stock (70111)	Indirect
2017-04-12	Employee Stock Option (Right to Buy)	$1.40	J	75000	Disposed	2023-08-29	Common Stock (75000)	Direct
2017-04-12	Employee Stock Option (Right to Buy)	$1.40	J	75000	Acquired	2023-08-29	Class B Common Stock (75000)	Direct
2017-04-12	Employee Stock Option (Right to Buy)	$3.11	J	75000	Disposed	2024-08-26	Common Stock (75000)	Direct
2017-04-12	Employee Stock Option (Right to Buy)	$3.11	J	75000	Acquired	2024-08-26	Class B Common Stock (75000)	Direct
2017-04-12	Employee Stock Option (Right to Buy)	$7.17	J	250000	Disposed	2025-08-27	Common Stock (250000)	Indirect
2017-04-12	Employee Stock Option (Right to Buy)	$7.17	J	250000	Acquired	2025-08-27	Class B Common Stock (250000)	Indirect
2017-04-12	Employee Stock Option (Right to Buy)	$8.97	J	1000000	Disposed	2026-07-29	Common Stock (1000000)	Direct
2017-04-12	Employee Stock Option (Right to Buy)	$8.97	J	1000000	Acquired	2026-07-29	Class B Common Stock (1000000)	Direct

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 20% of the shares subject to the option shall vest 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.