Okta, Inc. — Director's Dealing 2020

Jun 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-06-15

Reporting Person: Losch William E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-15	Class A Common Stock	M	2206	$0.00	Acquired	18932	Direct
2020-06-16	Class A Common Stock	S	1108	$185.6219	Disposed	17824	Direct
2020-06-15	Class A Common Stock	M	1309	$0.00	Acquired	19133	Direct
2020-06-16	Class A Common Stock	S	658	$185.6219	Disposed	18475	Direct
2020-06-15	Class A Common Stock	M	379	$0.00	Acquired	18854	Direct
2020-06-16	Class A Common Stock	S	191	$185.6219	Disposed	18663	Direct
2020-06-15	Class A Common Stock	C	30000	$0.00	Acquired	48663	Direct
2020-06-15	Class A Common Stock	S	900	$180.5689	Disposed	47763	Direct
2020-06-15	Class A Common Stock	S	1000	$181.702	Disposed	46763	Direct
2020-06-15	Class A Common Stock	S	700	$182.5143	Disposed	46063	Direct
2020-06-15	Class A Common Stock	S	600	$183.8467	Disposed	45463	Direct
2020-06-15	Class A Common Stock	S	4293	$184.973	Disposed	41170	Direct
2020-06-15	Class A Common Stock	S	10805	$185.8982	Disposed	30365	Direct
2020-06-15	Class A Common Stock	S	9233	$186.8775	Disposed	21132	Direct
2020-06-15	Class A Common Stock	S	2469	$187.5369	Disposed	18663	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-15	Restricted Stock Units	$	M	2206	Acquired		Class A Common Stock (2206)	Direct
2020-06-15	Restricted Stock Units	$	M	1309	Acquired		Class A Common Stock (1309)	Direct
2020-06-15	Restricted Stock Units	$	M	379	Acquired		Class A Common Stock (379)	Direct
2020-06-15	Employee Stock Option (Right to Buy)	$8.97	M	30000	Disposed	2026-07-29	Class B Common Stock (30000)	Direct
2020-06-15	Class B Common Stock	$	M	30000	Acquired		Class A Common Stock (30000)	Direct
2020-06-15	Class B Common Stock	$	C	30000	Disposed		Class A Common Stock (30000)	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 (27820)	27820	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (81500)	81500	Direct
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
Class B Common Stock	$		Class A Common Stock (489886)	489886	Indirect

Footnotes

F1: 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.

F2: 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 $182.15 to $189.41, 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 (2) with regard to the block trade.

F3: 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.

F4: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.10 to $181.04 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 $181.15 to $182.10 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.23 to $182.70 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.31 to $184.28 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.34 to $185.29 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.

F10: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.34 to $186.32 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.

F11: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.35 to $187.34 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.

F12: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.35 to $187.94 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.

F13: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F19: 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.

F20: 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.

F21: 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.

F22: 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.