Okta, Inc. — Director's Dealing 2021

Sep 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-09-15

Reporting Person: Tighe Brett (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-15	Class A Common Stock	M	760	$0.00	Acquired	20395	Direct
2021-09-16	Class A Common Stock	S	382	$252.6464	Disposed	20013	Direct
2021-09-15	Class A Common Stock	M	466	$0.00	Acquired	20479	Direct
2021-09-16	Class A Common Stock	S	235	$252.6464	Disposed	20244	Direct
2021-09-15	Class A Common Stock	M	302	$0.00	Acquired	20546	Direct
2021-09-16	Class A Common Stock	S	152	$252.6464	Disposed	20394	Direct
2021-09-15	Class A Common Stock	M	415	$0.00	Acquired	20809	Direct
2021-09-16	Class A Common Stock	S	209	$252.6464	Disposed	20600	Direct
2021-09-15	Class A Common Stock	M	202	$0.00	Acquired	20802	Direct
2021-09-16	Class A Common Stock	S	102	$252.6464	Disposed	20700	Direct
2021-09-15	Class A Common Stock	M	4354	$0.00	Acquired	25054	Direct
2021-09-16	Class A Common Stock	S	2187	$252.6464	Disposed	22867	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-15	Restricted Stock Units	$	M	760	Disposed		Class A Common Stock (760)	Direct
2021-09-15	Restricted Stock Units	$	M	466	Disposed		Class A Common Stock (466)	Direct
2021-09-15	Restricted Stock Units	$	M	302	Disposed		Class A Common Stock (302)	Direct
2021-09-15	Restricted Stock Units	$	M	415	Disposed		Class A Common Stock (415)	Direct
2021-09-15	Restricted Stock Units	$	M	202	Disposed		Class A Common Stock (202)	Direct
2021-09-15	Restricted Stock Units	$	M	4354	Disposed		Class A Common Stock (4354)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1250	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$3.92	2025-04-20	Class B Common Stock (25500)	25500	Direct
Employee Stock Option (Right to Buy)	$8.73	2026-06-01	Class B Common Stock (23546)	23546	Direct
Employee Stock Option (Right to Buy)	$9.74	2027-01-22	Class B Common Stock (20000)	20000	Direct

Footnotes

F1: Includes 91 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

F2: 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.

F3: 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 $249.70 to $254.53, 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 (3) with regard to the block trade.

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

F5: 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.

F6: 25% of the shares underlying the RSU vested 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.

F7: 6.25% of the shares underlying the RSU vested on September 15, 2020, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments
thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F8: 6.25% of the shares underlying the RSU vested on March 15, 2021, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F9: 6.25% of the shares underlying the RSU vested on June 15, 2021, and the remaining shares underlying the RSU shall vest in 15 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 September 15, 2021, and the remaining shares underlying the RSU shall vest in 3 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F11: The shares subject to the option are fully vested and exercisable by the Reporting Person.