Okta, Inc. — Director's Dealing 2020

Jul 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-07-15

Reporting Person: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-15	Class A Common Stock	C	690	$0.00	Acquired	8890	Direct
2020-07-15	Class A Common Stock	S	1387	$205.34	Disposed	7503	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-15	Employee Stock Option (Right to Buy)	$8.73	M	690	Disposed	2026-06-01	Class B Common Stock (690)	Direct
2020-07-15	Class B Common Stock	$	M	690	Acquired		Class A Common Stock (690)	Direct
2020-07-15	Class B Common Stock	$	C	690	Disposed		Class A Common Stock (690)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.17	2025-08-24	Class B Common Stock (2865)	2865	Direct
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 (3070)	3070	Direct
Restricted Stock Units	$		Class A Common Stock (8974)	8974	Direct
Restricted Stock Units	$		Class A Common Stock (4198)	4198	Direct
Restricted Stock Units	$		Class A Common Stock (876)	876	Direct
Restricted Stock Units	$		Class A Common Stock (1409)	1409	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: 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: 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.

F5: 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.

F6: 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.

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: 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 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.

F13: 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.