Okta, Inc. — Director's Dealing 2018

Jun 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2018-05-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-30	Class A Common Stock	C	2500	$0.00	Acquired	2500	Direct
2018-05-30	Class A Common Stock	S	1525	$54.4193	Disposed	975	Direct
2018-05-30	Class A Common Stock	S	975	$55.2174	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-30	Employee Stock Option (Right to Buy)	$3.11	M	2500	Disposed	2025-01-21	Class B Common Stock (2500)	Direct
2018-05-30	Class B Common Stock	$	M	2500	Acquired		Class A Common Stock (2500)	Direct
2018-05-30	Class B Common Stock	$	C	2500	Disposed		Class A Common Stock (2500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	45038	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (19792)	19792	Direct
Employee Stock Option (Right to Buy)	$8.62	2026-02-24	Class B Common Stock (52084)	52084	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (200000)	200000	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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.82 to $54.78 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.87 to $55.45 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: 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.

F6: 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.

F7: 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.

F8: 20% of the shares subject to the option vested 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 continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.

F9: 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.

F10: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F11: 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.