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: McKinnon Todd (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-15	Class A Common Stock	G	3824	$0.00	Disposed	0	Direct
2020-11-16	Class A Common Stock	M	13593	$39.21	Acquired	13593	Direct
2020-11-16	Class A Common Stock	M	11518	$82.16	Acquired	25111	Direct
2020-11-16	Class A Common Stock	S	800	$214.765	Disposed	24311	Direct
2020-11-16	Class A Common Stock	S	200	$215.955	Disposed	24111	Direct
2020-11-16	Class A Common Stock	S	350	$217.2457	Disposed	23761	Direct
2020-11-16	Class A Common Stock	S	200	$218.295	Disposed	23561	Direct
2020-11-16	Class A Common Stock	S	300	$219.8033	Disposed	23261	Direct
2020-11-16	Class A Common Stock	S	2751	$221.3937	Disposed	20510	Direct
2020-11-16	Class A Common Stock	S	8207	$222.3869	Disposed	12303	Direct
2020-11-16	Class A Common Stock	S	9503	$223.2921	Disposed	2800	Direct
2020-11-16	Class A Common Stock	S	2800	$224.1807	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-16	Employee Stock Option (Right to Buy)	$39.21	M	13593	Disposed	2028-03-21	Class A Common Stock (13593)	Direct
2020-11-16	Employee Stock Option (Right to Buy)	$82.16	M	11518	Disposed	2029-03-24	Class A Common Stock (11518)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (128247)	128247	Indirect
Class B Common Stock	$		Class A Common Stock (5182781)	5182781	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (38827)	38827	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (486053)	486053	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (1798891)	1798891	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (89301)	89301	Direct
Restricted Stock Units	$		Class A Common Stock (21188)	21188	Direct
Restricted Stock Units	$		Class A Common Stock (31804)	31804	Direct
Restricted Stock Units	$		Class A Common Stock (42279)	42279	Direct
Restricted Stock Units	$		Class A Common Stock (970)	970	Direct

Footnotes

F1: The transaction reported involved a gift by the Reporting Person of 3,824 shares of Class A Common Stock to the McKinnon-Stachon Family Charitable Trust, a donor advised fund.

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 $214.56 to $215.37 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 $215.91 to $216.00 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 $217.00 to $217.50 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 $218.24 to $218.35 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 $219.43 to $219.99 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 $220.86 to $221.85 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 $221.86 to $222.85 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 $222.86 to $223.80 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.86 to $224.84 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.

F12: 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.

F13: 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.

F14: 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.

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

F16: 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.

F17: 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.

F18: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

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.

F20: 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.

F21: 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.

F22: 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.