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Okta, Inc. — Director's Dealing 2022
Jun 17, 2022
30365_dirs_2022-06-17_0816e047-a19e-4219-ac77-b3ceec57be1b.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2022-06-15
Reporting Person: Tighe Brett (Chief Financial Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-06-15 | Class A Common Stock | M | 761 | $0.00 | Acquired | 31595 | Direct |
| 2022-06-16 | Class A Common Stock | S | 406 | $79.9734 | Disposed | 31189 | Direct |
| 2022-06-15 | Class A Common Stock | M | 467 | $0.00 | Acquired | 31656 | Direct |
| 2022-06-16 | Class A Common Stock | S | 250 | $79.9734 | Disposed | 31406 | Direct |
| 2022-06-15 | Class A Common Stock | M | 302 | $0.00 | Acquired | 31708 | Direct |
| 2022-06-16 | Class A Common Stock | S | 162 | $79.9734 | Disposed | 31546 | Direct |
| 2022-06-15 | Class A Common Stock | M | 415 | $0.00 | Acquired | 31961 | Direct |
| 2022-06-16 | Class A Common Stock | S | 222 | $79.9734 | Disposed | 31739 | Direct |
| 2022-06-15 | Class A Common Stock | M | 202 | $0.00 | Acquired | 31941 | Direct |
| 2022-06-16 | Class A Common Stock | S | 108 | $79.9734 | Disposed | 31833 | Direct |
| 2022-06-15 | Class A Common Stock | M | 4354 | $0.00 | Acquired | 36187 | Direct |
| 2022-06-16 | Class A Common Stock | S | 2322 | $79.9734 | Disposed | 33865 | Direct |
| 2022-06-15 | Class A Common Stock | M | 4580 | $0.00 | Acquired | 38445 | Direct |
| 2022-06-16 | Class A Common Stock | S | 2443 | $79.9734 | Disposed | 36002 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2022-06-15 | Restricted Stock Units | $ | M | 761 | Disposed | Class A Common Stock (761) | Direct | |
| 2022-06-15 | Restricted Stock Units | $ | M | 467 | Disposed | Class A Common Stock (467) | Direct | |
| 2022-06-15 | Restricted Stock Units | $ | M | 302 | Disposed | Class A Common Stock (302) | Direct | |
| 2022-06-15 | Restricted Stock Units | $ | M | 415 | Disposed | Class A Common Stock (415) | Direct | |
| 2022-06-15 | Restricted Stock Units | $ | M | 202 | Disposed | Class A Common Stock (202) | Direct | |
| 2022-06-15 | Restricted Stock Units | $ | M | 4354 | Disposed | Class A Common Stock (4354) | Direct | |
| 2022-06-15 | Restricted Stock Units | $ | M | 4580 | Disposed | Class A Common Stock (4580) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class A Common Stock | 1250 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy) | $3.92 | 2025-04-20 | Class B Common Stock (25500) | 25500 | Direct |
| Employee Stock Option (Right to Buy) | $8.73 | 2026-06-01 | Class B Common Stock (23546) | 23546 | Direct |
| Employee Stock Option (Right to Buy) | $9.74 | 2027-01-22 | Class B Common Stock (20000) | 20000 | 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 $78.32 to $83.73, 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 (2) with regard to the block trade.
F3: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.
F4: The shares underlying the RSU fully vested on June 15, 2022.
F5: 25% of the shares underlying the RSU vested on June 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: 6.25% of the shares underlying the RSU vested on September 15, 2020, 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.
F7: 6.25% of the shares underlying the RSU vested on March 15, 2021, 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.
F8: 6.25% of the shares underlying the RSU vested on June 15, 2021, 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: 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.
F10: The shares subject to the option are fully vested and exercisable by the Reporting Person.