Okta, Inc. — Director's Dealing 2020

Feb 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-02-18

Reporting Person: HOROWITZ BENJAMIN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Class A Common Stock	S	8801	$135.6402	Disposed	1147770	Indirect
2020-02-18	Class A Common Stock	S	28053	$136.3152	Disposed	1119717	Indirect
2020-02-18	Class A Common Stock	S	1024	$137.0177	Disposed	1118693	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	15735	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (1535)	1535	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F2: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135 to $135.99 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.

F3: The reported securities are held directly by a family trust for which the Reporting Person is a trustee.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136 to $136.99 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 $137 to $137.15 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: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F7: The RSUs vest in full on the earlier of June 13, 2020 or the date immediately prior to the Issuer's next regular annual shareholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.