Okta, Inc. — Director's Dealing 2021

Dec 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-12-22

Reporting Person: Kerrest Jacques Frederic (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-22	Class A Common Stock	C	35445	$0.00	Acquired	35445	Indirect
2021-12-27	Class A Common Stock	G	35445	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-22	Class B Common Stock	$	C	35445	Disposed		Class A Common Stock (35445)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	17377	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (259532)	259532	Indirect
Class B Common Stock	$		Class A Common Stock (87001)	87001	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (3572)	3572	Direct
Employee Stock Option (Right to Buy)	$3.11	2024-08-26	Class B Common Stock (42812)	42812	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (236053)	236053	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (988852)	988852	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (114000)	114000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (71547)	71547	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (62511)	62511	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (31834)	31834	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (63667)	63667	Direct
Restricted Stock Units	$		Class A Common Stock (3088)	3088	Direct
Restricted Stock Units	$		Class A Common Stock (10290)	10290	Direct
Restricted Stock Units	$		Class A Common Stock (16647)	16647	Direct
Restricted Stock Units	$		Class A Common Stock (13479)	13479	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: The transaction reported involved a gift by the Trust of 35,445 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Family Foundation, a donor advised fund.

F3: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F4: 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 through each vesting date.

F5: 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 through each vesting date.

F6: 25% of the shares subject to the option vested on February 1, 2021 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.

F7: 25% of the shares subject to the option shall vest on February 1, 2022 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.

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

F9: 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.

F10: 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.

F11: 25% of the shares underlying the RSU vested on March 15, 2021, 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 March 15, 2022, 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.