Okta, Inc. — Director's Dealing 2020

Apr 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-04-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-09	Class A Common Stock	C	15000	$0.00	Acquired	15000	Indirect
2020-04-13	Class A Common Stock	G	15000	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-09	Class B Common Stock	$	C	15000	Disposed		Class A Common Stock (15000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	13145	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (128247)	128247	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (112500)	112500	Direct
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)	$39.21	2028-03-21	Class A Common Stock (87000)	87000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (110573)	110573	Direct
Restricted Stock Units	$		Class A Common Stock (28250)	28250	Direct
Restricted Stock Units	$		Class A Common Stock (38164)	38164	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: The transaction reported involved a gift by the Reporting Person of 15,000 shares of Class A Common Stock to the McKinnon-Stachon Family Charitable Trust, a donor advised fund.

F3: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F4: 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.

F5: 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.

F6: 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.

F7: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F8: 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.

F9: 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.