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: 2020-09-14

Reporting Person: Losch William E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-14	Class A Common Stock	C	20000	$0.00	Acquired	38859	Direct
2020-09-14	Class A Common Stock	M	10000	$0.00	Acquired	48859	Direct
2020-09-14	Class A Common Stock	S	6273	$193.8634	Disposed	42586	Direct
2020-09-14	Class A Common Stock	S	14732	$194.6393	Disposed	27854	Direct
2020-09-14	Class A Common Stock	S	7043	$195.734	Disposed	20811	Direct
2020-09-14	Class A Common Stock	S	1952	$196.3659	Disposed	18859	Direct
2020-09-14	Class A Common Stock	C	20000	$0.00	Acquired	20000	Indirect
2020-09-16	Class A Common Stock	G	20000	$0.00	Disposed	0	Indirect
2020-09-15	Class A Common Stock	M	2206	$0.00	Acquired	21065	Direct
2020-09-16	Class A Common Stock	S	1108	$194.3084	Disposed	19957	Direct
2020-09-15	Class A Common Stock	M	1310	$0.00	Acquired	21267	Direct
2020-09-16	Class A Common Stock	S	658	$194.3084	Disposed	20609	Direct
2020-09-15	Class A Common Stock	M	735	$0.00	Acquired	21344	Direct
2020-09-16	Class A Common Stock	S	370	$194.3084	Disposed	20974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-14	Employee Stock Option (Right to Buy)	$1.40	M	15000	Disposed	2023-08-29	Class B Common Stock (15000)	Direct
2020-09-14	Class B Common Stock	$	M	15000	Acquired		Class A Common Stock (15000)	Direct
2020-09-14	Class B Common Stock	$	G	15000	Disposed		Class A Common Stock (15000)	Indirect
2020-09-14	Class B Common Stock	$	C	20000	Disposed		Class A Common Stock (20000)	Indirect
2020-09-14	Employee Stock Option (Right to Buy)	$8.97	M	20000	Disposed	2026-07-29	Class B Common Stock (20000)	Direct
2020-09-14	Class B Common Stock	$	M	20000	Acquired		Class A Common Stock (20000)	Direct
2020-09-14	Class B Common Stock	$	C	20000	Disposed		Class A Common Stock (20000)	Direct
2020-09-14	Employee Stock Option (Right to Buy)	$39.21	M	10000	Disposed	2028-03-21	Class A Common Stock (10000)	Direct
2020-09-15	Restricted Stock Units	$	M	2206	Disposed		Class A Common Stock (2206)	Direct
2020-09-15	Restricted Stock Units	$	M	1310	Disposed		Class A Common Stock (1310)	Direct
2020-09-15	Restricted Stock Units	$	M	735	Disposed		Class A Common Stock (735)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (45530)	45530	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (31255)	31255	Direct
Restricted Stock Units	$		Class A Common Stock (14797)	14797	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: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.21 to $194.20 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.22 to $195.18 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.22 to $196.20 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.22 to $196.89 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: 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.

F8: 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 (8) with regard to the block trade.

F9: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F10: 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.

F11: 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.

F12: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

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: 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.