Okta, Inc. — Director's Dealing 2021

Aug 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-08-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-25	Class A Common Stock	C	4842	$0.00	Acquired	4842	Indirect
2021-08-25	Class A Common Stock	S	2152	$255.00	Disposed	2690	Indirect
2021-08-25	Class A Common Stock	S	2690	$260.1345	Disposed	0	Indirect
2021-08-25	Class A Common Stock	G	7542	$0.00	Disposed	16917	Direct
2021-08-25	Class A Common Stock	G	7542	$0.00	Acquired	7542	Indirect
2021-08-25	Class A Common Stock	C	24518	$0.00	Acquired	32060	Indirect
2021-08-25	Class A Common Stock	S	4342	$254.0403	Disposed	27718	Indirect
2021-08-25	Class A Common Stock	S	3200	$255.00	Disposed	24518	Indirect
2021-08-25	Class A Common Stock	S	24078	$260.26	Disposed	440	Indirect
2021-08-25	Class A Common Stock	S	440	$261.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-25	Class B Common Stock	$	C	4842	Disposed		Class A Common Stock (4842)	Indirect
2021-08-25	Class B Common Stock	$	C	24518	Disposed		Class A Common Stock (24518)	Indirect
2021-08-26	Employee Stock Option (Right to Buy)	$8.97	M	1673	Disposed	2026-07-29	Class B Common Stock (1673)	Direct
2021-08-26	Class B Common Stock	$	M	1673	Acquired		Class A Common Stock (1673)	Direct
2021-08-26	Class B Common Stock	$	G	1673	Disposed		Class A Common Stock (1673)	Direct
2021-08-26	Class B Common Stock	$	G	1673	Acquired		Class A Common Stock (1673)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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)	$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 (9263)	9263	Direct
Restricted Stock Units	$		Class A Common Stock (14405)	14405	Direct
Restricted Stock Units	$		Class A Common Stock (20347)	20347	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: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.00 to $260.31 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.00 to $254.30 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.00 to $260.975 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to 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.

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

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F12: 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.

F13: 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.

F14: 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.

F15: 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.