Okta, Inc. — Director's Dealing 2022

Dec 29, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2022-12-23

Reporting Person: Kerrest Jacques Frederic (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-23	Class A Common Stock	C	26000	$0.00	Acquired	26000	Indirect
2022-12-27	Class A Common Stock	G	26000	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-23	Class B Common Stock	$	C	26000	Disposed		Class A Common Stock (26000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	100	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (86376)	86376	Indirect
Class B Common Stock	$		Class A Common Stock (257668)	257668	Indirect
Employee Stock Option (Right to Buy)	$3.11	2024-08-26	Class B Common Stock (12707)	12707	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (235953)	235953	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (988852)	988852	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (114000)	114000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (71547)	71547	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (62511)	62511	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (31834)	31834	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (63667)	63667	Direct
Restricted Stock Units	$		Class A Common Stock (4116)	4116	Direct
Restricted Stock Units	$		Class A Common Stock (11098)	11098	Direct
Restricted Stock Units	$		Class A Common Stock (8425)	8425	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: The transaction reported involved a gift by the Trust of 26,000 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Family Foundation, a donor advised fund.

F3: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F4: 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 through each vesting date.

F5: As previously disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on August 31, 2022, the Reporting Person is on sabbatical from November 1, 2022 through October 31, 2023. The vesting of the Reporting Person's equity awards, including the stock options and RSUs reported in this Form 4, will be tolled during the sabbatical period; however, such equity awards will remain outstanding in accordance with their terms.

F6: 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 through each vesting date.

F7: 25% of the shares subject to the option vested on February 1, 2022 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 through each vesting date.

F8: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F9: 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.

F10: 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.

F11: 25% of the shares underlying the RSU vested on March 15, 2022, 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.