Okta, Inc. — Director's Dealing 2020

Dec 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-12-17

Reporting Person: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-17	Restricted Stock Units	$	A	2213	Acquired		Class A Common Stock (2213)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	7029	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$9.74	2027-01-22	Class B Common Stock (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$103.69	2029-09-18	Class A Common Stock (3187)	3187	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (7590)	7590	Direct
Restricted Stock Units	$		Class A Common Stock (1535)	1535	Direct
Restricted Stock Units	$		Class A Common Stock (6731)	6731	Direct
Restricted Stock Units	$		Class A Common Stock (3499)	3499	Direct
Restricted Stock Units	$		Class A Common Stock (968)	968	Direct
Restricted Stock Units	$		Class A Common Stock (116)	116	Direct
Restricted Stock Units	$		Class A Common Stock (3593)	3593	Direct

Footnotes

F1: Includes 67 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

F2: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F3: 6.25% of the shares underlying the RSU shall vest on March 15, 2021, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F4: The shares subject to the option shall vest in 48 equal monthly installments commencing on January 16, 2017, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F5: 25% of the shares subject to the option vested on October 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.

F6: 25% of the shares subject to the option shall vest on February 1, 2021, 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.

F7: 25% of the shares underlying the RSU vested on June 15, 2018, 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.

F8: 25% of the shares underlying the RSU vested on June 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.

F9: 25% of the shares underlying the RSU vested on June 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.

F10: 25% of the shares underlying the RSU vested on September 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.

F11: 17% of the shares underlying the RSU vested on June 15, 2020, 33% of the shares underlying the RSU vested on September 15, 2020, 39% of the shares underlying the RSU vested on December 15, 2020, and the remaining 11% of the shares underlying the RSU shall vest on March 15, 2021, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F12: 25% of the shares underlying the RSU shall vest on March 15, 2021, 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.