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: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-15	Class A Common Stock	M	516	$0.00	Acquired	6497	Direct
2020-03-16	Class A Common Stock	S	196	$97.6704	Disposed	6301	Direct
2020-03-15	Class A Common Stock	M	767	$0.00	Acquired	7068	Direct
2020-03-16	Class A Common Stock	S	292	$97.6704	Disposed	6776	Direct
2020-03-15	Class A Common Stock	M	1122	$0.00	Acquired	7898	Direct
2020-03-16	Class A Common Stock	S	426	$97.6704	Disposed	7472	Direct
2020-03-16	Class A Common Stock	S	558	$90.72	Disposed	6914	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-15	Restricted Stock Units	$	A	516	Acquired		Class A Common Stock (516)	Direct
2020-03-15	Restricted Stock Units	$	M	516	Disposed		Class A Common Stock (516)	Direct
2020-03-15	Restricted Stock Units	$	M	767	Disposed		Class A Common Stock (767)	Direct
2020-03-15	Restricted Stock Units	$	M	1122	Disposed		Class A Common Stock (1122)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.17	2025-08-24	Class B Common Stock (2865)	2865	Direct
Employee Stock Option (Right to Buy)	$8.73	2026-06-01	Class B Common Stock (13178)	13178	Direct
Employee Stock Option (Right to Buy)	$9.74	2027-01-22	Class B Common Stock (20000)	20000	Direct
Employee Stock Option (Right to Buy)	$103.69	2029-09-18	Class A Common Stock (3187)	3187	Direct
Restricted Stock Units	$		Class A Common Stock (5598)	5598	Direct
Restricted Stock Units	$		Class A Common Stock (1409)	1409	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: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F4: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F5: 100% of the shares underlying the RSU vested on March 15, 2020.

F6: 25% of the shares underlying the RSU vested on June 15, 2018, 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 underlying the RSU vested on June 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.

F8: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F9: The shares subject to the option shall vest in 48 equal monthly installments commencing on June 2, 2016, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F10: The shares subject to the option shall vest in 48 equal monthly installments commencing on January 16, 2017, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F11: 25% of the shares subject to the option shall vest on October 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.

F12: 25% of the shares underlying the RSU shall vest on June 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.

F13: 25% of the shares underlying the RSU shall vest on September 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.