Okta, Inc. — Director's Dealing 2021

Oct 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-10-14

Reporting Person: Runyan Jonathan T (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-14	Class A Common Stock	C	18392	$0.00	Acquired	18392	Direct
2021-10-14	Class A Common Stock	S	18392	$260.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-14	Employee Stock Option (Right to Buy)	$8.97	M	18392	Disposed	2026-07-29	Class B Common Stock (18392)	Direct
2021-10-14	Class B Common Stock	$	M	18392	Acquired		Class A Common Stock (18392)	Direct
2021-10-14	Class B Common Stock	$	C	18392	Disposed		Class A Common Stock (18392)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	57718	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (52000)	52000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (32520)	32520	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (31255)	31255	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (12734)	12734	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (101867)	101867	Direct
Restricted Stock Units	$		Class A Common Stock (2813)	2813	Direct
Restricted Stock Units	$		Class A Common Stock (5612)	5612	Direct
Restricted Stock Units	$		Class A Common Stock (9248)	9248	Direct
Restricted Stock Units	$		Class A Common Stock (5392)	5392	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: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

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 on each such 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 on each such 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 on each such 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 on each such 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.