Okta, Inc. — Director's Dealing 2017

Apr 6, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2017-04-06

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3274189	Indirect
Common Stock	196885	Indirect
Common Stock	210335	Indirect
Common Stock	70111	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Common Stock (75000)		Indirect
Employee Stock Option (Right to Buy)	$3.11	2024-08-26	Common Stock (75000)		Indirect
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Common Stock (250000)		Indirect
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	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 will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F2: 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.

F3: 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.

F4: 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.

F5: 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.