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: Kerrest Jacques Frederic (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-15	Class A Common Stock	M	3088	$0.00	Acquired	20005	Direct
2021-09-16	Class A Common Stock	S	1551	$252.6464	Disposed	18454	Direct
2021-09-15	Class A Common Stock	M	2058	$0.00	Acquired	20512	Direct
2021-09-16	Class A Common Stock	S	1034	$252.6464	Disposed	19478	Direct
2021-09-15	Class A Common Stock	M	1850	$0.00	Acquired	21328	Direct
2021-09-16	Class A Common Stock	S	929	$252.6464	Disposed	20399	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-15	Restricted Stock Units	$	M	3088	Disposed		Class A Common Stock (3088)	Direct
2021-09-15	Restricted Stock Units	$	M	2058	Disposed		Class A Common Stock (2058)	Direct
2021-09-15	Restricted Stock Units	$	M	1850	Disposed		Class A Common Stock (1850)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (259632)	259632	Indirect
Class B Common Stock	$		Class A Common Stock (1306056)	1306056	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 (13479)	13479	Direct

Footnotes

F1: Includes 16,917 shares inadvertently omitted as a direct holding on the Form 4 filed on September 7, 2021.

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 the Issuer's Class A Common Stock.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.