Okta, Inc. — Director's Dealing 2021

Apr 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-04-15

Reporting Person: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-15	Class A Common Stock	C	3333	$0.00	Acquired	11806	Direct
2021-04-15	Class A Common Stock	S	783	$263.4816	Disposed	11023	Direct
2021-04-15	Class A Common Stock	S	120	$264.1417	Disposed	10903	Direct
2021-04-15	Class A Common Stock	S	300	$265.25	Disposed	10603	Direct
2021-04-15	Class A Common Stock	S	1046	$266.7709	Disposed	9557	Direct
2021-04-15	Class A Common Stock	S	834	$267.5603	Disposed	8723	Direct
2021-04-15	Class A Common Stock	S	250	$268.752	Disposed	8473	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Employee Stock Option (Right to Buy)	$9.74	M	3333	Disposed	2027-01-22	Class B Common Stock (3333)	Direct
2021-04-15	Class B Common Stock	$	M	3333	Acquired		Class A Common Stock (3333)	Direct
2021-04-15	Class B Common Stock	$	C	3333	Disposed		Class A Common Stock (3333)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (768)	768	Direct
Restricted Stock Units	$		Class A Common Stock (5609)	5609	Direct
Restricted Stock Units	$		Class A Common Stock (3149)	3149	Direct
Restricted Stock Units	$		Class A Common Stock (2075)	2075	Direct
Restricted Stock Units	$		Class A Common Stock (880)	880	Direct
Restricted Stock Units	$		Class A Common Stock (2694)	2694	Direct
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

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 $262.825 to $263.64 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 price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $263.98 to $264.95 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.99 to $265.38 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 $266.20 to $267.089 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 $267.39 to $268.05 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 $268.48 to $269.24 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 shares subject to the option are fully vested and exercisable by the Reporting Person.

F9: 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.

F10: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F11: 25% of the shares underlying the RSU vested on June 15, 2018, 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 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: 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.