Okta, Inc. — Director's Dealing 2021

Jan 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-01-15

Reporting Person: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-15	Class A Common Stock	S	940	$260.99	Disposed	6089	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$9.74	2027-01-22	Class B Common Stock (20000)	20000	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
Restricted Stock Units	$		Class A Common Stock (1535)	1535	Direct
Restricted Stock Units	$		Class A Common Stock (6731)	6731	Direct
Restricted Stock Units	$		Class A Common Stock (3499)	3499	Direct
Restricted Stock Units	$		Class A Common Stock (968)	968	Direct
Restricted Stock Units	$		Class A Common Stock (116)	116	Direct
Restricted Stock Units	$		Class A Common Stock (3593)	3593	Direct
Restricted Stock Units	$		Class A Common Stock (2213)	2213	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F2: The shares subject to the option shall vest in 48 equal monthly installments commencing on January 16, 2017, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F3: 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.

F4: 25% of the shares subject to the option shall vest 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.

F5: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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 shall vest on March 15, 2021, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F11: 25% of the shares underlying the RSU shall vest 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.

F12: 6.25% of the shares underlying the RSU shall vest 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.