Okta, Inc. — Director's Dealing 2021

Jul 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-07-15

Reporting Person: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-15	Class A Common Stock	C	3333	$0.00	Acquired	13142	Direct
2021-07-15	Class A Common Stock	S	3333	$242.94	Disposed	9809	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-15	Employee Stock Option (Right to Buy)	$9.74	M	3333	Disposed	2027-01-22	Class B Common Stock (3333)	Direct
2021-07-15	Class B Common Stock	$	M	3333	Acquired		Class A Common Stock (3333)	Direct
2021-07-15	Class B Common Stock	$	C	3333	Disposed		Class A Common Stock (3333)	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 (4487)	4487	Direct
Restricted Stock Units	$		Class A Common Stock (2799)	2799	Direct
Restricted Stock Units	$		Class A Common Stock (792)	792	Direct
Restricted Stock Units	$		Class A Common Stock (2470)	2470	Direct
Restricted Stock Units	$		Class A Common Stock (1937)	1937	Direct
Restricted Stock Units	$		Class A Common Stock (1348)	1348	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F2: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

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 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.