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: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-15	Class A Common Stock	C	3333	$0.00	Acquired	13218	Direct
2021-09-15	Class A Common Stock	S	3333	$252.61	Disposed	9885	Direct
2021-09-15	Class A Common Stock	M	1121	$0.00	Acquired	11006	Direct
2021-09-16	Class A Common Stock	S	563	$252.6464	Disposed	10443	Direct
2021-09-15	Class A Common Stock	M	350	$0.00	Acquired	10793	Direct
2021-09-16	Class A Common Stock	S	176	$252.6464	Disposed	10617	Direct
2021-09-15	Class A Common Stock	M	88	$0.00	Acquired	10705	Direct
2021-09-16	Class A Common Stock	S	45	$252.6464	Disposed	10660	Direct
2021-09-15	Class A Common Stock	M	225	$0.00	Acquired	10885	Direct
2021-09-16	Class A Common Stock	S	114	$252.6464	Disposed	10771	Direct
2021-09-15	Class A Common Stock	M	138	$0.00	Acquired	10909	Direct
2021-09-16	Class A Common Stock	S	70	$252.6464	Disposed	10839	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-15	Employee Stock Option (Right to Buy)	$9.74	M	3333	Disposed	2027-01-22	Class B Common Stock (3333)	Direct
2021-09-15	Class B Common Stock	$	M	3333	Acquired		Class A Common Stock (3333)	Direct
2021-09-15	Class B Common Stock	$	C	3333	Disposed		Class A Common Stock (3333)	Direct
2021-09-15	Restricted Stock Units	$	M	1121	Disposed		Class A Common Stock (1121)	Direct
2021-09-15	Restricted Stock Units	$	M	350	Disposed		Class A Common Stock (350)	Direct
2021-09-15	Restricted Stock Units	$	M	88	Disposed		Class A Common Stock (88)	Direct
2021-09-15	Restricted Stock Units	$	M	225	Disposed		Class A Common Stock (225)	Direct
2021-09-15	Restricted Stock Units	$	M	138	Disposed		Class A Common Stock (138)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$103.69	2029-09-18	Class A Common Stock (3187)	3187	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (7590)	7590	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (3184)	3184	Direct
Restricted Stock Units	$		Class A Common Stock (1348)	1348	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 76 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: 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.

F5: 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 (5) with regard to the block trade.

F6: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F7: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F8: 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.

F9: 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.

F10: 25% of the shares underlying the RSU vested 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.

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: 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.

F13: 25% of the shares subject to the option vested 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.

F14: 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.

F15: 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.

F16: 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.