Okta, Inc. — Director's Dealing 2020

Dec 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-12-15

Reporting Person: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-15	Class A Common Stock	M	768	$0.00	Acquired	6369	Direct
2020-12-16	Class A Common Stock	S	386	$258.9059	Disposed	5983	Direct
2020-12-15	Class A Common Stock	M	1122	$0.00	Acquired	7105	Direct
2020-12-16	Class A Common Stock	S	564	$258.9059	Disposed	6541	Direct
2020-12-15	Class A Common Stock	M	350	$0.00	Acquired	6891	Direct
2020-12-16	Class A Common Stock	S	176	$258.9059	Disposed	6715	Direct
2020-12-15	Class A Common Stock	M	88	$0.00	Acquired	6803	Direct
2020-12-16	Class A Common Stock	S	45	$258.9059	Disposed	6758	Direct
2020-12-15	Class A Common Stock	M	411	$0.00	Acquired	7169	Direct
2020-12-16	Class A Common Stock	S	207	$258.9059	Disposed	6962	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-15	Restricted Stock Units	$	M	768	Disposed		Class A Common Stock (768)	Direct
2020-12-15	Restricted Stock Units	$	M	1122	Disposed		Class A Common Stock (1122)	Direct
2020-12-15	Restricted Stock Units	$	M	350	Disposed		Class A Common Stock (350)	Direct
2020-12-15	Restricted Stock Units	$	M	88	Disposed		Class A Common Stock (88)	Direct
2020-12-15	Restricted Stock Units	$	M	411	Disposed		Class A Common Stock (411)	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 (3593)	3593	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 $253.01 to $261.232, 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: 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.

F5: 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.

F6: 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.

F7: 25% of the shares underlying the RSU shall vest 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

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.