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: Kerrest Jacques Frederic (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-19	Class A Common Stock	C	1784	$0.00	Acquired	1784	Indirect
2019-03-19	Class A Common Stock	S	382	$81.136	Disposed	1402	Indirect
2019-03-19	Class A Common Stock	S	1302	$82.0622	Disposed	100	Indirect
2019-03-19	Class A Common Stock	S	100	$82.88	Disposed	0	Indirect
2019-03-19	Class A Common Stock	C	300848	$0.00	Acquired	300848	Indirect
2019-03-19	Class A Common Stock	S	48938	$81.0005	Disposed	251910	Indirect
2019-03-19	Class A Common Stock	S	190444	$81.8167	Disposed	61466	Indirect
2019-03-19	Class A Common Stock	S	61466	$82.4544	Disposed	0	Indirect
2019-03-19	Class A Common Stock	C	25348	$0.00	Acquired	25348	Indirect
2019-03-19	Class A Common Stock	S	4523	$81.0074	Disposed	20825	Indirect
2019-03-19	Class A Common Stock	S	16324	$81.8518	Disposed	4501	Indirect
2019-03-19	Class A Common Stock	S	4501	$82.4782	Disposed	0	Indirect
2019-03-19	Class A Common Stock	M	3237	$0.00	Acquired	11213	Direct
2019-03-20	Class A Common Stock	S	1573	$80.93	Disposed	9640	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-19	Restricted Stock Units	$	A	3237	Acquired		Class A Common Stock (3237)	Direct
2019-03-19	Restricted Stock Units	$	M	3237	Disposed		Class A Common Stock (3237)	Direct
2019-03-19	Class B Common Stock	$	C	1784	Disposed		Class A Common Stock (1784)	Indirect
2019-03-19	Class B Common Stock	$	C	300848	Disposed		Class A Common Stock (300848)	Indirect
2019-03-19	Class B Common Stock	$	C	25348	Disposed		Class A Common Stock (25348)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: 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.

F2: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.64 to $81.53 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.68 to $82.52 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.23 to $81.22 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.225 to $82.215 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.22 to $83.07 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.27 to $81.26 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.27 to $82.26 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.28 to $82.88 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.

F11: 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in 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.

F13: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F14: 100% of the shares underlying the RSU vested on March 19, 2019.

F15: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F16: 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.

F17: 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.

F18: 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.

F19: 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.