Okta, Inc. — Director's Dealing 2019

Jun 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2019-06-24

Reporting Person: Losch William E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-24	Class A Common Stock	C	9000	$0.00	Acquired	9000	Indirect
2019-06-26	Class A Common Stock	G	9000	$0.00	Disposed	0	Indirect
2019-06-24	Class A Common Stock	C	20000	$0.00	Acquired	30366	Direct
2019-06-24	Class A Common Stock	S	6309	$124.8941	Disposed	24057	Direct
2019-06-24	Class A Common Stock	S	11445	$125.6426	Disposed	12612	Direct
2019-06-24	Class A Common Stock	S	1000	$126.396	Disposed	11612	Direct
2019-06-24	Class A Common Stock	S	300	$127.6233	Disposed	11312	Direct
2019-06-24	Class A Common Stock	S	346	$128.64	Disposed	10966	Direct
2019-06-24	Class A Common Stock	S	500	$129.724	Disposed	10466	Direct
2019-06-24	Class A Common Stock	S	100	$131.05	Disposed	10366	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-24	Class B Common Stock	$	C	9000	Disposed		Class A Common Stock (9000)	Indirect
2019-06-24	Employee Stock Option (Right to Buy)	$7.17	M	20000	Disposed	2025-08-27	Class B Common Stock (20000)	Direct
2019-06-24	Class B Common Stock	$	M	20000	Acquired		Class A Common Stock (20000)	Direct
2019-06-24	Class B Common Stoc	$	C	20000	Disposed		Class A Common Stock (20000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (106820)	106820	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (295200)	295200	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 (24269)	24269	Direct
Restricted Stock Units	$		Class A Common Stock (20953)	20953	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: The transaction reported is a charitable gift by the Reporting Person of 9,000 shares of Class A Common Stock to the Fidelity Charitable Gift Fund for the benefit of the Reporting Person's donor advised fund.

F3: Includes 470 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

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 $124.18 to $125.17 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 $125.18 to $126.17 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 $126.19 to $126.58 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.

F8: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.54 to $127.74 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: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.58 to $128.68 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.

F10: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.61 to $129.78 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.

F11: 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.

F12: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F13: 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.

F14: 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.

F15: 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.

F16: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F17: 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.

F18: 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.