Okta, Inc. — Director's Dealing 2019

Oct 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2019-10-10

Reporting Person: Race Charles (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-10	Class A Common Stock	C	50000	$0.00	Acquired	60540	Direct
2019-10-10	Class A Common Stock	S	1919	$115.3459	Disposed	58621	Direct
2019-10-10	Class A Common Stock	S	27381	$116.0211	Disposed	31240	Direct
2019-10-10	Class A Common Stock	S	16300	$116.9923	Disposed	14940	Direct
2019-10-10	Class A Common Stock	S	4400	$117.7942	Disposed	10540	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-10	Employee Stock Option (Right to Buy)	$8.97	M	50000	Disposed	2026-10-23	Class B Common Stock (50000)	Direct
2019-10-10	Class B Common Stock	$	M	50000	Acquired		Class A Common Stock (50000)	Direct
2019-10-10	Class B Common Stock	$	C	50000	Disposed		Class A Common Stock (50000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (58500)	58500	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (39024)	39024	Direct
Restricted Stock Units	$		Class A Common Stock (15813)	15813	Direct
Restricted Stock Units	$		Class A Common Stock (17959)	17959	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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.51 to $115.50 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 $115.51 to $116.50 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 $116.51 to $117.49 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: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.53 to $118.070 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.

F7: 25% of the shares subject to the option vested on October 20, 2017 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. The option is early exercisable by the Reporting Person.

F8: 25% of the shares subject to the option vested 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.

F9: 25% of the shares subject to the option shall vest on February 1, 2020, 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 the Issuer's Class A Common Stock.

F11: 25% of the shares underlying the RSU vested 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.

F12: 25% of the shares underlying the RSU shall vest on March 15, 2020, 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.