Okta, Inc. — Director's Dealing 2021

Jan 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-01-08

Reporting Person: Race Charles (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-08	Class A Common Stock	C	50000	$0.00	Acquired	81559	Direct
2021-01-08	Class A Common Stock	S	1397	$248.3143	Disposed	80162	Direct
2021-01-08	Class A Common Stock	S	5343	$249.3677	Disposed	74819	Direct
2021-01-08	Class A Common Stock	S	6889	$250.8217	Disposed	67930	Direct
2021-01-08	Class A Common Stock	S	14303	$251.8537	Disposed	53627	Direct
2021-01-08	Class A Common Stock	S	17061	$252.8541	Disposed	36566	Direct
2021-01-08	Class A Common Stock	S	3907	$253.751	Disposed	32659	Direct
2021-01-08	Class A Common Stock	S	1100	$254.44	Disposed	31559	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-08	Employee Stock Option (Right to Buy)	$8.97	M	50000	Disposed	2026-10-23	Class B Common Stock (50000)	Direct
2021-01-08	Class B Common Stock	$	M	50000	Acquired		Class A Common Stock (50000)	Direct
2021-01-08	Class B Common Stock	$	C	50000	Disposed		Class A Common Stock (50000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (58500)	58500	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (39024)	39024	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (26790)	26790	Direct
Restricted Stock Units	$		Class A Common Stock (7907)	7907	Direct
Restricted Stock Units	$		Class A Common Stock (10102)	10102	Direct
Restricted Stock Units	$		Class A Common Stock (241)	241	Direct
Restricted Stock Units	$		Class A Common Stock (12683)	12683	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 $247.72 to $248.666 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 $248.945 to $249.935 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 $250.258 to $251.18 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 $251.292 to $252.27 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 $252.305 to $253.292 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 $253.37 to $254.137 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: 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 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.

F13: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F14: 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.

F15: 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.

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 shall vest on March 15, 2021, 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.