Okta, Inc. — Director's Dealing 2020

Mar 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-03-15

Reporting Person: Race Charles (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-15	Class A Common Stock	M	2785	$0.00	Acquired	14150	Direct
2020-03-16	Class A Common Stock	S	1516	$97.6704	Disposed	12634	Direct
2020-03-15	Class A Common Stock	M	1582	$0.00	Acquired	14216	Direct
2020-03-16	Class A Common Stock	S	861	$97.6704	Disposed	13355	Direct
2020-03-15	Class A Common Stock	M	4490	$0.00	Acquired	17845	Direct
2020-03-16	Class A Common Stock	S	2444	$97.6704	Disposed	15401	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-15	Restricted Stock Units	$	A	2785	Acquired		Class A Common Stock (2785)	Direct
2020-03-15	Restricted Stock Units	$	M	2785	Disposed		Class A Common Stock (2785)	Direct
2020-03-15	Restricted Stock Units	$	M	1582	Disposed		Class A Common Stock (1582)	Direct
2020-03-15	Restricted Stock Units	$	M	4490	Disposed		Class A Common Stock (4490)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$8.97	2026-10-23	Class B Common Stock (650000)	650000	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (58500)	58500	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (39024)	39024	Direct

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 $88.67 to $103.14, 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 Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F4: 100% of the shares underlying the RSU vested on March 15,2020.

F5: 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.

F6: 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.

F7: 25% of the shares subject to the option vested on October 20, 2017 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 through each vesting date. The option is early exercisable by the Reporting Person.

F8: 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.

F9: 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.