Okta, Inc. — Director's Dealing 2022

Sep 30, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2022-09-28

Reporting Person: McKinnon Todd (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-28	Employee Stock Option (Right to Buy)	$7.17	M	305000	Disposed	2025-08-27	Class B Common Stock (305000)	Direct
2022-09-28	Class B Common Stock	$	M	305000	Acquired		Class A Common Stock (305000)	Direct
2022-09-28	Class B Common Stock	$	G	305000	Disposed		Class A Common Stock (305000)	Direct
2022-09-28	Class B Common Stock	$	G	305000	Acquired		Class A Common Stock (305000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	17079	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (128247)	128247	Indirect
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (1794803)	1794803	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (5438)	5438	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (32251)	32251	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (48372)	48372	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (63667)	63667	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (127334)	127334	Direct
Restricted Stock Units	$		Class A Common Stock (6361)	6361	Direct
Restricted Stock Units	$		Class A Common Stock (15855)	15855	Direct
Restricted Stock Units	$		Class A Common Stock (16848)	16848	Direct

Footnotes

F1: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F7: 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.

F8: 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.

F9: 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.