Okta, Inc. — Director's Dealing 2021

Mar 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-03-15

Reporting Person: Runyan Jonathan T (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-15	Class A Common Stock	M	1407	$0.00	Acquired	1407	Direct
2021-03-16	Class A Common Stock	S	707	$228.8101	Disposed	700	Direct
2021-03-15	Class A Common Stock	M	935	$0.00	Acquired	1635	Direct
2021-03-16	Class A Common Stock	S	470	$228.8101	Disposed	1165	Direct
2021-03-15	Class A Common Stock	M	3700	$0.00	Acquired	4865	Direct
2021-03-16	Class A Common Stock	S	1858	$228.8101	Disposed	3007	Direct
2021-03-15	Class A Common Stock	M	231	$0.00	Acquired	3238	Direct
2021-03-16	Class A Common Stock	S	117	$228.8101	Disposed	3121	Direct
2021-03-15	Class A Common Stock	M	740	$0.00	Acquired	3861	Direct
2021-03-16	Class A Common Stock	S	372	$228.8101	Disposed	3489	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Restricted Stock Units	$	M	1407	Disposed		Class A Common Stock (1407)	Direct
2021-03-15	Restricted Stock Units	$	M	935	Disposed		Class A Common Stock (935)	Direct
2021-03-15	Restricted Stock Units	$	M	3700	Disposed		Class A Common Stock (3700)	Direct
2021-03-15	Restricted Stock Units	$	M	231	Disposed		Class A Common Stock (231)	Direct
2021-03-15	Restricted Stock Units	$	A	740	Acquired		Class A Common Stock (740)	Direct
2021-03-15	Restricted Stock Units	$	M	740	Disposed		Class A Common Stock (740)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	50889	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (153392)	153392	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (52000)	52000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (32520)	32520	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (31255)	31255	Direct

Footnotes

F1: Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price calculated by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $222.156 to $232.70, inclusive. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or 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 (2) with regard to the block trade.

F3: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F4: 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.

F5: 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.

F6: 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.

F7: 17% of the shares underlying the RSU vested on June 15, 2020, 33% of the shares underlying the RSU vested on September 15, 2020, 39% of the shares underlying the RSU vested on December 15, 2020, and the remaining 11% of the shares underlying the RSU vested on March 15, 2021, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F8: 100% of the shares underlying the RSU vested on March 15, 2021.

F9: 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 continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.

F10: 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.

F11: 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.

F12: 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.