Okta, Inc. — Director's Dealing 2020

Sep 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-08-31

Reporting Person: Kerrest Jacques Frederic (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-31	Class A Common Stock	C	100	$0.00	Acquired	100	Indirect
2020-08-31	Class A Common Stock	S	100	$210.10	Disposed	0	Indirect
2020-08-31	Class A Common Stock	C	100	$0.00	Acquired	100	Indirect
2020-08-31	Class A Common Stock	S	100	$210.10	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-31	Class B Common Stock	$	C	100	Disposed		Class A Common Stock (100)	Indirect
2020-08-31	Class B Common Stock	$	C	100	Disposed		Class A Common Stock (100)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	7542	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (43000)	43000	Direct
Employee Stock Option (Right to Buy)	$3.11	2024-08-26	Class B Common Stock (75000)	75000	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (250000)	250000	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (1000000)	1000000	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (114000)	114000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (71547)	71547	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (62511)	62511	Direct
Restricted Stock Units	$		Class A Common Stock (21613)	21613	Direct
Restricted Stock Units	$		Class A Common Stock (22637)	22637	Direct
Restricted Stock Units	$		Class A Common Stock (1909)	1909	Direct
Restricted Stock Units	$		Class A Common Stock (29595)	29595	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 shares subject to the option are fully vested and exercisable by the Reporting Person.

F4: 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.

F5: 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 through each vesting date.

F6: 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 through each vesting date.

F7: 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.

F8: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F9: 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.

F10: 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.

F11: 17% of the shares underlying the RSU vested on June 15, 2020, 33% of the shares underlying the RSU shall vest 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.

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.