Okta, Inc. — Director's Dealing 2020

Jun 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-06-22

Reporting Person: McKinnon Todd (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-22	Class A Common Stock	C	73673	$0.00	Acquired	90323	Direct
2020-06-22	Class A Common Stock	M	32625	$0.00	Acquired	122948	Direct
2020-06-22	Class A Common Stock	M	36857	$0.00	Acquired	159805	Direct
2020-06-22	Class A Common Stock	S	17493	$196.8169	Disposed	142312	Direct
2020-06-22	Class A Common Stock	S	33473	$197.7345	Disposed	108839	Direct
2020-06-22	Class A Common Stock	S	40057	$198.681	Disposed	68782	Direct
2020-06-22	Class A Common Stock	S	44953	$199.7064	Disposed	23829	Direct
2020-06-22	Class A Common Stock	S	20645	$200.651	Disposed	3184	Direct
2020-06-22	Class A Common Stock	S	3020	$201.3272	Disposed	164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-22	Employee Stock Option (Right to Buy)	$1.40	M	73673	Disposed	2023-08-29	Class B Common Stock (73673)	Direct
2020-06-22	Class B Common Stock	$	M	73673	Acquired		Class A Common Stock (73673)	Direct
2020-06-22	Class B Common Stock	$	C	73673	Disposed		Class A Common Stock (73673)	Direct
2020-06-22	Employee Stock Option (Right to Buy)	$39.21	M	32625	Disposed	2028-03-21	Class A Common Stock (32625)	Direct
2020-06-22	Employee Stock Option (Right to Buy)	$82.16	M	36857	Disposed	2029-03-24	Class A Common Stock (36857)	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)	$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 (24719)	24719	Direct
Restricted Stock Units	$		Class A Common Stock (34984)	34984	Direct
Restricted Stock Units	$		Class A Common Stock (42279)	42279	Direct
Restricted Stock Units	$		Class A Common Stock (1611)	1611	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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.20 to $197.19 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 $197.20 to $198.195 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 $198.20 to $199.19 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 $199.20 to $200.19 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 $200.20 to $201.18 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.20 to $201.57 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 shares subject to the option are fully vested and exercisable by the Reporting Person.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F15: 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.

F16: 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.

F17: 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.

F18: 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.