Okta, Inc. — Director's Dealing 2021

Jan 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2021-01-11

Reporting Person: Losch William E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-11	Class A Common Stock	C	8000	$0.00	Acquired	31155	Direct
2021-01-11	Class A Common Stock	M	4000	$39.21	Acquired	35155	Direct
2021-01-11	Class A Common Stock	M	13000	$82.16	Acquired	48155	Direct
2021-01-11	Class A Common Stock	S	300	$246.6767	Disposed	47855	Direct
2021-01-11	Class A Common Stock	S	300	$247.6867	Disposed	47555	Direct
2021-01-11	Class A Common Stock	S	993	$248.4363	Disposed	46562	Direct
2021-01-11	Class A Common Stock	S	1100	$250.0936	Disposed	45462	Direct
2021-01-11	Class A Common Stock	S	6392	$251.3091	Disposed	39070	Direct
2021-01-11	Class A Common Stock	S	13918	$252.1722	Disposed	25152	Direct
2021-01-11	Class A Common Stock	S	1997	$253.058	Disposed	23155	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-11	Employee Stock Option (Right to Buy)	$1.40	M	5820	Disposed	2023-08-29	Class B Common Stock (5820)	Direct
2021-01-11	Class B Common Stock	$	M	5820	Acquired		Class A Common Stock (5820)	Direct
2021-01-11	Class B Common Stock	$	G	5820	Disposed		Class A Common Stock (5820)	Direct
2021-01-11	Class B Common Stock	$	G	5820	Acquired		Class A Common Stock (5820)	Indirect
2021-01-11	Employee Stock Option (Right to Buy)	$8.97	M	8000	Disposed	2026-07-29	Class B Common Stock (8000)	Direct
2021-01-11	Class B Common Stock	$	M	8000	Acquired		Class A Common Stock (8000)	Direct
2021-01-11	Class B Common Stock	$	C	8000	Disposed		Class A Common Stock (8000)	Direct
2021-01-11	Employee Stock Option (Right to Buy)	$39.21	M	4000	Disposed	2028-03-21	Class A Common Stock (4000)	Direct
2021-01-11	Employee Stock Option (Right to Buy)	$82.16	M	13000	Disposed	2029-03-24	Class A Common Stock (13000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 (11032)	11032	Direct
Restricted Stock Units	$		Class A Common Stock (11786)	11786	Direct
Restricted Stock Units	$		Class A Common Stock (244)	244	Direct
Restricted Stock Units	$		Class A Common Stock (14797)	14797	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 $246.11 to $247.01 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 $247.22 to $247.93 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.36 to $248.57 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 $249.60 to $250.58 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 $250.69 to $251.68 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 $251.69 to $252.68 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.72 to $253.45 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.

F10: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F11: 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 continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.

F12: 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.

F13: 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.

F14: 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.

F15: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F16: 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.

F17: 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.

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.

F19: 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.