Okta, Inc. — Director's Dealing 2021

Jan 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-01-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-13	Class A Common Stock	C	7767	$0.00	Acquired	7767	Direct
2021-01-13	Class A Common Stock	C	42233	$0.00	Acquired	50000	Direct
2021-01-13	Class A Common Stock	S	11946	$256.5213	Disposed	38054	Direct
2021-01-13	Class A Common Stock	S	5060	$257.2716	Disposed	32994	Direct
2021-01-13	Class A Common Stock	S	15778	$258.4351	Disposed	17216	Direct
2021-01-13	Class A Common Stock	S	14366	$259.443	Disposed	2850	Direct
2021-01-13	Class A Common Stock	S	2550	$260.3742	Disposed	300	Direct
2021-01-13	Class A Common Stock	S	300	$261.2267	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-13	Employee Stock Option (Right to Buy)	$8.62	M	7767	Disposed	2026-02-24	Class B Common Stock (7767)	Direct
2021-01-13	Class B Common Stock	$	M	7767	Acquired		Class A Common Stock (7767)	Direct
2021-01-13	Class B Common Stock	$	C	7767	Disposed		Class A Common Stock (7767)	Direct
2021-01-13	Employee Stock Option (Right to Buy)	$8.97	M	42233	Disposed	2026-07-29	Class B Common Stock (42233)	Direct
2021-01-13	Class B Common Stock	$	M	42233	Acquired		Class A Common Stock (42233)	Direct
2021-01-13	Class B Common Stock	$	C	42233	Disposed		Class A Common Stock (42233)	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)	$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
Restricted Stock Units	$		Class A Common Stock (7032)	7032	Direct
Restricted Stock Units	$		Class A Common Stock (8418)	8418	Direct
Restricted Stock Units	$		Class A Common Stock (14797)	14797	Direct
Restricted Stock Units	$		Class A Common Stock (231)	231	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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $255.93 to $256.91 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.94 to $257.93 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $257.95 to $258.91 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $258.99 to $259.98 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.00 to $260.96 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.025 to $261.51 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 shares subject to the option are fully vested and exercisable by the Reporting Person.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F15: 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.

F16: 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.

F17: 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.

F18: 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.