Okta, Inc. — Director's Dealing 2020

Nov 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-11-16

Reporting Person: Race Charles (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-16	Class A Common Stock	C	11148	$0.00	Acquired	29786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-16	Employee Stock Option (Right to Buy)	$8.97	M	11148	Disposed	2026-10-23	Class B Common Stock (11148)	Direct
2020-11-16	Class B Common Stock	$	M	11148	Acquired		Class A Common Stock (11148)	Direct
2020-11-16	Class B Common Stock	$	C	11148	Disposed		Class A Common Stock (11148)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (58500)	58500	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (39024)	39024	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (26790)	26790	Direct
Restricted Stock Units	$		Class A Common Stock (9488)	9488	Direct
Restricted Stock Units	$		Class A Common Stock (11225)	11225	Direct
Restricted Stock Units	$		Class A Common Stock (12683)	12683	Direct
Restricted Stock Units	$		Class A Common Stock (1099)	1099	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: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F3: 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.

F4: 25% of the shares subject to the option vested on February 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.

F5: 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.

F6: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F7: 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.

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

F9: 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.

F10: 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 shall vest 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.