Okta, Inc. — Director's Dealing 2020

Jan 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2020-01-15

Reporting Person: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-15	Class A Common Stock	C	2413	$0.00	Acquired	8952	Direct
2020-01-15	Class A Common Stock	S	2971	$130.00	Disposed	5981	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-15	Employee Stock Option (Right to Buy)	$8.73	M	2413	Disposed	2026-06-01	Class B Common Stock (2413)	Direct
2020-01-15	Class B Common Stock	$	M	2413	Acquired		Class A Common Stock (2413)	Direct
2020-01-15	Class B Common Stock	$	C	2413	Disposed		Class A Common Stock (2413)	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)	$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 (4605)	4605	Direct
Restricted Stock Units	$		Class A Common Stock (5598)	5598	Direct
Restricted Stock Units	$		Class A Common Stock (11218)	11218	Direct
Restricted Stock Units	$		Class A Common Stock (1409)	1409	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: Includes 56 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

F3: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F4: 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.

F5: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F6: 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.

F7: 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.

F8: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F9: 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.

F10: 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.

F11: 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.

F12: 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.