Okta, Inc. — Director's Dealing 2020

Mar 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-03-23

Reporting Person: KOUREY MICHAEL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-23	Class A Common Stock	C	20000	$0.00	Acquired	20000	Direct
2020-03-23	Class A Common Stock	S	500	$112.0967	Disposed	19500	Direct
2020-03-23	Class A Common Stock	S	520	$113.175	Disposed	18980	Direct
2020-03-23	Class A Common Stock	S	601	$114.7058	Disposed	18379	Direct
2020-03-23	Class A Common Stock	S	1264	$115.8115	Disposed	17115	Direct
2020-03-23	Class A Common Stock	S	3947	$116.9037	Disposed	13168	Direct
2020-03-23	Class A Common Stock	S	7897	$117.9304	Disposed	5271	Direct
2020-03-23	Class A Common Stock	S	2878	$118.7071	Disposed	2393	Direct
2020-03-23	Class A Common Stock	S	1936	$119.8773	Disposed	457	Direct
2020-03-23	Class A Common Stock	S	457	$120.7749	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-23	Employee Stock Option (Right to Buy)	$8.62	M	20000	Disposed	2025-12-16	Class B Common Stock (20000)	Direct
2020-03-23	Class B Common Stock	$	M	20000	Acquired		Class A Common Stock (20000)	Direct
2020-03-23	Class B Common Stock	$	C	20000	Disposed		Class A Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15680	Indirect

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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.79 to $112.29 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.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.86 to $113.70 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.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.21 to $115.06 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 $115.33 to $116.27 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 $116.42 to $117.40 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 $117.42 to $118.39 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 $118.42 to $119.41 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 $119.53 to $120.52 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 $120.60 to $121.02 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.

F12: The shares subject to the option shall vest in 48 equal monthly installments commencing 11/12/2015, subject to the Reporting Person's continued service to the Issuer through each vesting date. The option is early exercisable by the Reporting Person.