Okta, Inc. — Director's Dealing 2019

Sep 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2019-09-15

Reporting Person: Losch William E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-15	Class A Common Stock	M	2206	$0.00	Acquired	12572	Direct
2019-09-16	Class A Common Stock	S	1108	$102.5651	Disposed	11464	Direct
2019-09-16	Class A Common Stock	C	20000	$0.00	Acquired	31464	Direct
2019-09-16	Class A Common Stock	S	2452	$101.072	Disposed	29012	Direct
2019-09-16	Class A Common Stock	S	4616	$101.9904	Disposed	24396	Direct
2019-09-16	Class A Common Stock	S	10014	$103.1852	Disposed	14382	Direct
2019-09-16	Class A Common Stock	S	2918	$103.8037	Disposed	11464	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-15	Restricted Stock Units	$	M	2206	Acquired		Class A Common Stock (2206)	Direct
2019-09-16	Employee Stock Option (Right to Buy)	$7.17	M	19536	Disposed	2025-08-27	Class B Common Stock (19536)	Direct
2019-09-16	Employee Stock Option (Right to Buy)	$8.97	M	464	Disposed	2026-07-29	Class B Common Stock (464)	Direct
2019-09-16	Class B Common Stock	$	M	20000	Acquired		Class A Common Stock (20000)	Direct
2019-09-16	Class B Common Stock	$	C	20000	Disposed		Class A Common Stock (20000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (450886)	450886	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (106820)	106820	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (81500)	81500	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (45530)	45530	Direct
Restricted Stock Units	$		Class A Common Stock (20953)	20953	Direct

Footnotes

F1: Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price calculated by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $99.99 to $104.11, inclusive. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or 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 (2) with regard to the block trade.

F3: 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.

F4: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.51 to $101.48 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 $101.52 to $102.44 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: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.54 to $103.52 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.

F8: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.55 to $104.02 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.

F9: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F10: 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.

F11: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F12: 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 continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F13: 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.

F14: 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 through each vesting date.

F15: 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.