Okta, Inc. — Director's Dealing 2022

Mar 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2022-03-15

Reporting Person: Tighe Brett (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Class A Common Stock	M	760	$0.00	Acquired	26784	Direct
2022-03-16	Class A Common Stock	S	291	$152.9228	Disposed	26493	Direct
2022-03-15	Class A Common Stock	M	466	$0.00	Acquired	26959	Direct
2022-03-16	Class A Common Stock	S	164	$152.9228	Disposed	26795	Direct
2022-03-15	Class A Common Stock	M	301	$0.00	Acquired	27096	Direct
2022-03-16	Class A Common Stock	S	106	$152.9228	Disposed	26990	Direct
2022-03-15	Class A Common Stock	M	415	$0.00	Acquired	27405	Direct
2022-03-16	Class A Common Stock	S	146	$152.9228	Disposed	27259	Direct
2022-03-15	Class A Common Stock	M	202	$0.00	Acquired	27461	Direct
2022-03-16	Class A Common Stock	S	71	$152.9228	Disposed	27390	Direct
2022-03-15	Class A Common Stock	M	4354	$0.00	Acquired	31744	Direct
2022-03-16	Class A Common Stock	S	1525	$152.9228	Disposed	30219	Direct
2022-03-15	Class A Common Stock	M	1170	$0.00	Acquired	31389	Direct
2022-03-16	Class A Common Stock	S	555	$152.9228	Disposed	30834	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-15	Restricted Stock Units	$	M	760	Disposed		Class A Common Stock (760)	Direct
2022-03-15	Restricted Stock Units	$	M	466	Disposed		Class A Common Stock (466)	Direct
2022-03-15	Restricted Stock Units	$	M	301	Disposed		Class A Common Stock (301)	Direct
2022-03-15	Restricted Stock Units	$	M	415	Disposed		Class A Common Stock (415)	Direct
2022-03-15	Restricted Stock Units	$	M	202	Disposed		Class A Common Stock (202)	Direct
2022-03-15	Restricted Stock Units	$	M	4354	Disposed		Class A Common Stock (4354)	Direct
2022-03-15	Restricted Stock Units	$	A	1170	Acquired		Class A Common Stock (1170)	Direct
2022-03-15	Restricted Stock Units	$	M	1170	Disposed		Class A Common Stock (1170)	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 $146.27 to $157.72, 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: 25% of the shares underlying the RSU vested on June 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.

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: 25% of the shares underlying the RSU vested on September 15, 2021, and the remaining shares underlying the RSU shall vest in 3 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F10: 100% of the shares underlying the RSU vested on March 15, 2022.

F11: The shares subject to the option are fully vested and exercisable by the Reporting Person.