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: Kerrest Jacques Frederic (Director, Chief Operating 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	71547	Acquired	2029-03-24	Class A Common Stock (71547)	Direct
2019-03-25	Restricted Stock Units	$	A	32926	Acquired		Class A Common Stock (32926)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	9640	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (48766)	48766	Indirect
Class B Common Stock	$		Class A Common Stock (1809329)	1809329	Indirect
Class B Common Stock	$		Class A Common Stock (154247)	154247	Indirect
Class B Common Stock	$		Class A Common Stock (178022)	178022	Indirect
Class B Common Stock	$		Class A Common Stock (11427)	11427	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (75000)	75000	Direct
Employee Stock Option (Right to Buy)	$3.11	2024-08-26	Class B Common Stock (75000)	75000	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (250000)	250000	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (1000000)	1000000	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (114000)	114000	Direct
Restricted Stock Units	$		Class A Common Stock (37050)	37050	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 through each vesting 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: 25% of the shares subject to the option vested on August 1, 2016, 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.

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 through each vesting 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.