Okta, Inc. — Director's Dealing 2018

Jan 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2018-01-11

Reporting Person: Losch William E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-11	Class A Common Stock	C	12200	$0.00	Acquired	12200	Direct
2018-01-11	Class A Common Stock	S	12200	$26.4825	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-11	Employee Stock Option (Right to Buy)	$1.40	M	12200	Disposed	2023-08-29	Class B Common Stock (12200)	Direct
2018-01-11	Class B Common Stock	$	M	12200	Acquired		Class A Common Stock (12200)	Direct
2018-01-11	Class B Common Stock	$	C	12200	Disposed		Class A Common Stock (12200)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Sto (145200)	145200	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Sto (338400)	338400	Direct
Class B Common Stock	$		Class A Common Stock (371886)	371886	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 $26.35 to $26.58 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: 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.

F5: 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.

F6: 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.