Okta, Inc. — Director's Dealing 2018

Dec 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2018-12-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-17	Class A Common Stock	C	9934	$0.00	Acquired	9934	Indirect
2018-12-18	Class A Common Stock	G	9934	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-17	Class B Common Stock	$	C	9934	Disposed		Class A Common Stock (9934)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (54117)	54117	Indirect
Class B Common Stock	$		Class A Common Stock (192269)	192269	Indirect
Class B Common Stock	$		Class A Common Stock (178022)	178022	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
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (114000)	114000	Direct
Restricted Stock Units	$		Class A Common Stock (49400)	49400	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: The transaction reported involved a gift by the Reporting Person of 9,934 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Family Foundation, a donor advised fund.

F3: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F4: The shares subject to the option are fully vested and 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 vested on July 29, 2017, 20% of the shares subject to the option vested 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.

F7: 25% of the shares subject to the option shall vest on February 1, 2019 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 through each vesting date.

F8: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F9: 25% of the shares underlying the RSU shall vest on March 15, 2019, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.