Okta, Inc. — Director's Dealing 2021

Apr 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-04-22

Reporting Person: McKinnon Todd (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-22	Employee Stock Option (Right to Buy)	$274.96	A	63667	Acquired	2031-04-21	Class A Common Stock (63667)	Direct
2021-04-22	Restricted Stock Units	$	A	26957	Acquired		Class A Common Stock (26957)	Direct
2021-04-22	Employee Stock Option (Right to Buy)	$274.96	A	127334	Acquired	2031-04-21	Class A Common Stock (127334)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	9787	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5182781)	5182781	Indirect
Class B Common Stock	$		Class A Common Stock (128247)	128247	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (38827)	38827	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (486053)	486053	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (1798891)	1798891	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (38063)	38063	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (59894)	59894	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (89301)	89301	Direct
Restricted Stock Units	$		Class A Common Stock (14125)	14125	Direct
Restricted Stock Units	$		Class A Common Stock (25443)	25443	Direct
Restricted Stock Units	$		Class A Common Stock (31709)	31709	Direct

Footnotes

F1: 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.

F2: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F3: 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.

F4: 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.

F5: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F6: 20% of the shares subject to the option vested on July 29, 2017, 20% of the shares subject to the option vested on July 29, 2018, 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. The option is early 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 on each such 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 on each such 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 on each such date.

F10: 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.

F11: 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.

F12: 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.