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: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-15	Class A Common Stock	C	3333	$0.00	Acquired	9422	Direct
2021-03-15	Class A Common Stock	S	1067	$223.0696	Disposed	8355	Direct
2021-03-15	Class A Common Stock	S	1350	$224.0626	Disposed	7005	Direct
2021-03-15	Class A Common Stock	S	550	$225.21	Disposed	6455	Direct
2021-03-15	Class A Common Stock	S	366	$226.41	Disposed	6089	Direct
2021-03-15	Class A Common Stock	M	767	$0.00	Acquired	6856	Direct
2021-03-16	Class A Common Stock	S	269	$228.8101	Disposed	6587	Direct
2021-03-15	Class A Common Stock	M	1122	$0.00	Acquired	7709	Direct
2021-03-16	Class A Common Stock	S	393	$228.8101	Disposed	7316	Direct
2021-03-15	Class A Common Stock	M	350	$0.00	Acquired	7666	Direct
2021-03-16	Class A Common Stock	S	123	$228.8101	Disposed	7543	Direct
2021-03-15	Class A Common Stock	M	88	$0.00	Acquired	7631	Direct
2021-03-16	Class A Common Stock	S	31	$228.8101	Disposed	7600	Direct
2021-03-15	Class A Common Stock	M	899	$0.00	Acquired	8499	Direct
2021-03-16	Class A Common Stock	S	372	$228.8101	Disposed	8127	Direct
2021-03-15	Class A Common Stock	M	116	$0.00	Acquired	8243	Direct
2021-03-16	Class A Common Stock	S	59	$228.8101	Disposed	8184	Direct
2021-03-15	Class A Common Stock	M	138	$0.00	Acquired	8322	Direct
2021-03-16	Class A Common Stock	S	70	$228.8101	Disposed	8252	Direct
2021-03-15	Class A Common Stock	M	445	$0.00	Acquired	8697	Direct
2021-03-16	Class A Common Stock	S	224	$228.8101	Disposed	8473	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Employee Stock Option (Right to Buy)	$9.74	M	3333	Disposed	2027-01-22	Class B Common Stock (3333)	Direct
2021-03-15	Class B Common Stock	$	M	3333	Acquired		Class A Common Stock (3333)	Direct
2021-03-15	Class B Common Stock	$	C	3333	Disposed		Class A Common Stock (3333)	Direct
2021-03-15	Restricted Stock Units	$	M	767	Disposed		Class A Common Stock (767)	Direct
2021-03-15	Restricted Stock Units	$	M	1122	Disposed		Class A Common Stock (1122)	Direct
2021-03-15	Restricted Stock Units	$	M	350	Disposed		Class A Common Stock (350)	Direct
2021-03-15	Restricted Stock Units	$	M	138	Disposed		Class A Common Stock (138)	Direct
2021-03-15	Restricted Stock Units	$	M	88	Disposed		Class A Common Stock (88)	Direct
2021-03-15	Restricted Stock Units	$	M	899	Disposed		Class A Common Stock (899)	Direct
2021-03-15	Restricted Stock Units	$	M	116	Disposed		Class A Common Stock (116)	Direct
2021-03-15	Restricted Stock Units	$	A	445	Acquired		Class A Common Stock (445)	Direct
2021-03-15	Restricted Stock Units	$	M	445	Disposed		Class A Common Stock (445)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 $222.739 to $223.67 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.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.77 to $224.625 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 $224.87 to $225.56 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: 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.

F6: 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 (6) with regard to the block trade.

F7: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F8: 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.

F9: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 100% of the shares underlying the RSU vested on March 15, 2021.

F18: 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.

F19: 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.