Okta, Inc. — Director's Dealing 2019

Mar 27, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2019-03-25

Reporting Person: Runyan Jonathan T (General Counsel and Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-25	Employee Stock Option (Right to Buy)	$82.16	A	32520	Acquired	2029-03-24	Class A Common Stock (32520)	Direct
2019-03-25	Restricted Stock Units	$	A	14966	Acquired		Class A Common Stock (14966)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5416	Direct
Class A Common Stock	46428	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$3.11	2025-01-21	Class B Common Stock (46876)	46876	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (11459)	11459	Direct
Employee Stock Option (Right to Buy)	$8.62	2026-02-24	Class B Common Stock (35417)	35417	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (195625)	195625	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (52000)	52000	Direct
Restricted Stock Units	$		Class A Common Stock (16875)	16875	Direct

Footnotes

F1: 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.

F2: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F3: 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.

F4: The shares subject to the option are fully vested and exerciseable by the Reporting Person.

F5: The shares subject to the option shall vest in 48 equal monthly installments beginning 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: The shares subject to the option shall vest in 48 equal monthly installments beginning on February 1, 2016, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.

F7: 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 continued 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 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.