Okta, Inc. — Director's Dealing 2018

Sep 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2018-09-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-07	Class A Common Stock	C	10000	$0.00	Acquired	10000	Direct
2018-09-07	Class A Common Stock	S	10000	$70.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-07	Employee Stock Option (Right to Buy)	$7.17	M	1041	Disposed	2025-08-27	Class B Common Stock (1041)	Direct
2018-09-07	Employee Stock Option (Right to Buy)	$8.62	M	4584	Disposed	2026-02-24	Class B Common Stock (4584)	Direct
2018-09-07	Employee Stock Option (Right to Buy)	$8.97	M	4375	Disposed	2026-07-29	Class B Common Stock (4375)	Direct
2018-09-07	Class B Common Stock	$	M	10000	Acquired		Class A Common Stock (10000)	Direct
2018-09-07	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	46288	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$3.11	2025-01-21	Class B Common Stock (46876)	46876	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (52000)	52000	Direct
Restricted Stock Units	$		Class A Common Stock (22500)	22500	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 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: 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.

F5: 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 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.

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 on each such 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.