Okta, Inc. — Director's Dealing 2020

Apr 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-04-15

Reporting Person: Runyan Jonathan T (General Counsel and Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-15	Employee Stock Option (Right to Buy)	$142.47	A	31255	Acquired	2030-04-14	Class A Common Stock (31255)	Direct
2020-04-15	Restricted Stock Units	$	A	14797	Acquired		Class A Common Stock (14797)	Direct
2020-04-15	Restricted Stock Units	$	A	2105	Acquired		Class A Common Stock (2105)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	47653	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$8.62	2026-02-24	Class B Common Stock (26417)	26417	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (195625)	195625	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (52000)	52000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (32520)	32520	Direct
Restricted Stock Units	$		Class A Common Stock (11250)	11250	Direct
Restricted Stock Units	$		Class A Common Stock (11224)	11224	Direct

Footnotes

F1: 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.

F2: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F3: 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.

F4: 17% of the shares underlying the RSU shall vest 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.

F5: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F6: 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 continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.

F7: 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.

F8: 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.

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.