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: McKinnon Todd (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-19	Class A Common Stock	M	3572	$0.00	Acquired	12474	Direct
2019-03-20	Class A Common Stock	S	1781	$80.93	Disposed	10693	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-19	Restricted Stock Units	$	A	3572	Acquired		Class A Common Stock (3572)	Direct
2019-03-19	Restricted Stock Units	$	M	3572	Disposed		Class A Common Stock (3572)	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: 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 price reported in Column 4 is a weighted average price calculated by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $80.03 to $82.30, inclusive. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or 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 (2) with regard to the block trade.

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: 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.

F6: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F7: 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.

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 continuous employment with the Issuer on each such 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.