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: Losch William E (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	361422	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Common Stock (722842)		Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Common Stock (150000)		Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Common Stock (350000)		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 June 24, 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: The shares subject to the option shall vest in 48 equal monthly installments commencing 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.

F4: 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.