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: McKinnon Todd (Director, Chief Executive Officer)

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	110573	Acquired	2029-03-24	Class A Common Stock (110573)	Direct
2019-03-25	Restricted Stock Units	$	A	50886	Acquired		Class A Common Stock (50886)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10693	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5183906)	5183906	Indirect
Class B Common Stock	$		Class A Common Stock (129115)	129115	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (112500)	112500	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (500000)	500000	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (2000000)	2000000	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (130500)	130500	Direct
Restricted Stock Units	$		Class A Common Stock (42375)	42375	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: 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.

F5: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F6: 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.

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 continuous employment with the Issuer on each such 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.