Okta, Inc. — Director's Dealing 2018

May 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2018-05-14

Reporting Person: Losch William E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-14	Class A Common Stock	C	15000	$0.00	Acquired	15000	Direct
2018-05-14	Class A Common Stock	S	6662	$48.2535	Disposed	8338	Direct
2018-05-14	Class A Common Stock	S	2484	$49.2594	Disposed	5854	Direct
2018-05-14	Class A Common Stock	S	5754	$50.2258	Disposed	100	Direct
2018-05-14	Class A Common Stock	S	100	$50.74	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-14	Employee Stock Option (Right to Buy)	$1.40	M	15000	Disposed	2023-08-29	Class B Common Stock (15000)	Direct
2018-05-14	Class B Common Stock	$	M	15000	Acquired		Class A Common Stock (15000)	Direct
2018-05-14	Class B Common Stock	$	C	15000	Disposed		Class A Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1250	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (135600)	135600	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (315200)	315200	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (81500)	81500	Direct
Restricted Stock Units	$		Class A Common Stock (35300)	35300	Direct
Class B Common Stock	$		Class A Common Stock ()	402886	Indirect

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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.71 to $48.57 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.73 to $49.64 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: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.73 to $50.60 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.

F6: Shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

F7: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F8: The shares subject to the option shall vest in 48 equal monthly installments commencing on August 1, 2015, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F9: 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 continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F10: 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.

F11: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F12: 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.