Okta, Inc. — Director's Dealing 2022

Dec 19, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2022-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-15	Class A Common Stock	M	935	$0.00	Acquired	935	Direct
2022-12-16	Class A Common Stock	S	470	$67.4129	Disposed	465	Direct
2022-12-15	Class A Common Stock	M	925	$0.00	Acquired	1390	Direct
2022-12-16	Class A Common Stock	S	465	$67.4129	Disposed	925	Direct
2022-12-15	Class A Common Stock	M	337	$0.00	Acquired	1262	Direct
2022-12-16	Class A Common Stock	S	170	$67.4129	Disposed	1092	Direct
2022-12-15	Class A Common Stock	M	3817	$0.00	Acquired	4909	Direct
2022-12-16	Class A Common Stock	S	1917	$67.4129	Disposed	2992	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-15	Restricted Stock Units	$	M	935	Disposed		Class A Common Stock (935)	Direct
2022-12-15	Restricted Stock Units	$	M	925	Disposed		Class A Common Stock (925)	Direct
2022-12-15	Restricted Stock Units	$	M	337	Disposed		Class A Common Stock (337)	Direct
2022-12-15	Restricted Stock Units	$	M	3817	Disposed		Class A Common Stock (3817)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	68931	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (134900)	134900	Direct
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
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (12734)	12734	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (101867)	101867	Direct

Footnotes

F1: Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price calculated by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $66.44 to $68.80, inclusive. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or 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 with regard to the block trade.

F3: Includes 2,871 shares of Class A Common Stock transferred to the Reporting Person's trust.

F4: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F5: 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.

F6: 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.

F7: 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.

F8: 6.25% of the shares underlying the RSU vested on June 15, 2022, 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.

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, 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.

F11: 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 on each such date.

F12: 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 on each such date.