Okta, Inc. — Director's Dealing 2019

Mar 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2019-03-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-19	Class A Common Stock	M	2772	$0.00	Acquired	6380	Direct
2019-03-20	Class A Common Stock	S	964	$80.93	Disposed	5416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-19	Restricted Stock Units	$	A	2772	Acquired		Class A Common Stock (2772)	Direct
2019-03-19	Restricted Stock Units	$	M	2772	Disposed		Class A Common Stock (2772)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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: 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 reported price in Column 4 is a weighted average price. These shares were soldin multiple transactions at prices ranging from $80.03 to $82.30 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.

F3: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F4: 100% of the shares underlying the RSU vested on March 19, 2019.

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

F6: 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.

F7: 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.

F8: 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.

F9: 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.

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.