Okta, Inc. — Director's Dealing 2020

Sep 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-09-15

Reporting Person: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-15	Class A Common Stock	C	2865	$0.00	Acquired	10513	Direct
2020-09-15	Class A Common Stock	C	11454	$0.00	Acquired	21967	Direct
2020-09-15	Class A Common Stock	S	16887	$195.7947	Disposed	5080	Direct
2020-09-15	Class A Common Stock	M	767	$0.00	Acquired	5847	Direct
2020-09-16	Class A Common Stock	S	386	$194.3084	Disposed	5461	Direct
2020-09-15	Class A Common Stock	M	1121	$0.00	Acquired	6582	Direct
2020-09-16	Class A Common Stock	S	563	$194.3084	Disposed	6019	Direct
2020-09-15	Class A Common Stock	M	349	$0.00	Acquired	6368	Direct
2020-09-16	Class A Common Stock	S	176	$194.3084	Disposed	6192	Direct
2020-09-15	Class A Common Stock	M	353	$0.00	Acquired	6545	Direct
2020-09-16	Class A Common Stock	S	178	$194.3084	Disposed	6367	Direct
2020-09-15	Class A Common Stock	M	349	$0.00	Acquired	6716	Direct
2020-09-16	Class A Common Stock	S	176	$194.3084	Disposed	6540	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-15	Employee Stock Option (Right to Buy)	$7.17	M	2865	Disposed	2025-08-24	Class B Common Stock (2865)	Direct
2020-09-15	Class B Common Stock	$	M	2865	Acquired		Class A Common Stock (2865)	Direct
2020-09-15	Class B Common Stock	$	C	2865	Disposed		Class A Common Stock (2865)	Direct
2020-09-15	Employee Stock Option (Right to Buy)	$8.73	M	11454	Disposed	2026-06-01	Class B Common Stock (11454)	Direct
2020-09-15	Class B Common Stock	$	M	11454	Acquired		Class A Common Stock (11454)	Direct
2020-09-15	Class B Common Stock	$	C	11454	Disposed		Class A Common Stock (11454)	Direct
2020-09-15	Restricted Stock Units	$	M	767	Disposed		Class A Common Stock (767)	Direct
2020-09-15	Restricted Stock Units	$	M	1121	Disposed		Class A Common Stock (1121)	Direct
2020-09-15	Restricted Stock Units	$	M	349	Disposed		Class A Common Stock (349)	Direct
2020-09-15	Restricted Stock Units	$	M	353	Disposed		Class A Common Stock (353)	Direct
2020-09-15	Restricted Stock Units	$	M	349	Disposed		Class A Common Stock (349)	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: 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: Includes 145 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

F3: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F4: 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.

F5: 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 $191.43 to $196.48, 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 (5) with regard to the block trade.

F6: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F7: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 25% of the shares subject to the option shall vest 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.

F15: 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.

F16: 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.