Okta, Inc. — Director's Dealing 2021

Jul 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-07-06

Reporting Person: HOROWITZ BENJAMIN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-06	Class A Common Stock	S	2700	$243.8844	Disposed	793869	Indirect
2021-07-06	Class A Common Stock	S	5444	$245.4639	Disposed	788425	Indirect
2021-07-06	Class A Common Stock	S	11165	$246.2772	Disposed	777260	Indirect
2021-07-06	Class A Common Stock	S	32935	$247.0816	Disposed	744325	Indirect
2021-07-06	Class A Common Stock	S	5707	$248.1374	Disposed	738618	Indirect
2021-07-06	Class A Common Stock	S	3000	$249.2332	Disposed	735618	Indirect
2021-07-06	Class A Common Stock	S	3949	$250.5387	Disposed	731669	Indirect
2021-07-06	Class A Common Stock	S	11200	$251.4067	Disposed	720469	Indirect
2021-07-06	Class A Common Stock	S	3900	$252.2861	Disposed	716569	Indirect
2021-07-07	Class A Common Stock	S	14872	$248.9346	Disposed	701697	Indirect
2021-07-07	Class A Common Stock	S	41087	$249.5958	Disposed	660610	Indirect
2021-07-07	Class A Common Stock	S	11724	$250.5295	Disposed	648886	Indirect
2021-07-07	Class A Common Stock	S	9117	$251.6337	Disposed	639769	Indirect
2021-07-07	Class A Common Stock	S	2600	$252.8043	Disposed	637169	Indirect
2021-07-07	Class A Common Stock	S	200	$253.50	Disposed	636969	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1064	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (862)	862	Direct

Footnotes

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

F2: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.64 to $244.40 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.

F3: The reported securities are held directly by a family trust for which the Reporting Person is a trustee.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.75 to $245.74 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.75 to $246.74 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.75 to $247.74 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.

F7: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.75 to $248.74 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.

F8: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.77 to $249.72 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.

F9: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.91 to $250.89 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.

F10: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.945 to $251.93 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.

F11: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.94 to $252.71 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.

F12: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.19 to $249.18 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.

F13: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.195 to $250.18 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.

F14: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.19 to $251.175 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.

F15: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.19 to $252.18 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.

F16: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.31 to $253.27 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.

F17: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F18: The RSUs vest in full on the earlier of June 17, 2022 or the date immediately prior to the Issuer's next regular annual shareholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.