Okta, Inc. — Director's Dealing 2020

Apr 29, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-04-27

Reporting Person: HOROWITZ BENJAMIN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-27	Class A Common Stock	S	9113	$152.5212	Disposed	1071702	Indirect
2020-04-27	Class A Common Stock	S	2565	$153.2523	Disposed	1069137	Indirect
2020-04-27	Class A Common Stock	S	1200	$155.6346	Disposed	1067937	Indirect
2020-04-27	Class A Common Stock	S	11999	$156.6873	Disposed	1055938	Indirect
2020-04-27	Class A Common Stock	S	10801	$157.412	Disposed	1045137	Indirect
2020-04-27	Class A Common Stock	S	2200	$158.329	Disposed	1042937	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15735	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (1535)	1535	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F2: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.99 to $152.97 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.

F3: The reported securities are held directly by a family trust for which the Reporting Person is a trustee.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.00 to $153.86 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 $155.00 to $155.92 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 $156.06 to $157.05 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 $157.055 to $158.02 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 $158.06 to $158.98 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: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F10: The RSUs vest in full on the earlier of June 13, 2020 or the date immediately prior to the Issuer's next regular annual shareholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.