Okta, Inc. — Director's Dealing 2021

Mar 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-03-22

Reporting Person: KOUREY MICHAEL R (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-22	Class A Common Stock	C	20000	$0.00	Acquired	20000	Direct
2021-03-22	Class A Common Stock	S	1284	$217.6216	Disposed	18716	Direct
2021-03-22	Class A Common Stock	S	2513	$218.7008	Disposed	16203	Direct
2021-03-22	Class A Common Stock	S	1299	$219.9289	Disposed	14904	Direct
2021-03-22	Class A Common Stock	S	900	$220.8044	Disposed	14004	Direct
2021-03-22	Class A Common Stock	S	3729	$222.3183	Disposed	10275	Direct
2021-03-22	Class A Common Stock	S	7273	$223.0153	Disposed	3002	Direct
2021-03-22	Class A Common Stock	S	2902	$224.0806	Disposed	100	Direct
2021-03-22	Class A Common Stock	S	100	$224.73	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-22	Employee Stock Option (Right to Buy)	$8.62	M	20000	Disposed	2025-12-16	Class B Common Stock (20000)	Direct
2021-03-22	Class B Common Stock	$	M	20000	Acquired		Class A Common Stock (20000)	Direct
2021-03-22	Class B Common Stock	$	C	20000	Disposed		Class A Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	16790	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (1064)	1064	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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.12 to $218.08 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 $218.23 to $219.20 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 $219.39 to $220.36 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 $220.40 to $221.38 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.

F7: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.68 to $222.67 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 $222.68 to $223.65 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 $223.72 to $224.64 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.

F10: The shares subject to the option are fully vested and exercisable by the Reporting Person.

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

F12: The RSUs vest in full on the earlier of June 16, 2021 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.