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: KRAMER CHRISTOPHER K (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Class A Common Stock	M	1122	$0.00	Acquired	12910	Direct
2022-03-16	Class A Common Stock	S	423	$152.9228	Disposed	12487	Direct
2022-03-15	Class A Common Stock	M	349	$0.00	Acquired	12836	Direct
2022-03-16	Class A Common Stock	S	123	$152.9228	Disposed	12713	Direct
2022-03-15	Class A Common Stock	M	88	$0.00	Acquired	12801	Direct
2022-03-16	Class A Common Stock	S	31	$152.9228	Disposed	12770	Direct
2022-03-15	Class A Common Stock	M	225	$0.00	Acquired	12995	Direct
2022-03-16	Class A Common Stock	S	79	$152.9228	Disposed	12916	Direct
2022-03-15	Class A Common Stock	M	138	$0.00	Acquired	13054	Direct
2022-03-16	Class A Common Stock	S	49	$152.9228	Disposed	13005	Direct
2022-03-15	Class A Common Stock	M	337	$0.00	Acquired	13342	Direct
2022-03-16	Class A Common Stock	S	119	$152.9228	Disposed	13223	Direct
2022-03-15	Class A Common Stock	M	600	$0.00	Acquired	13823	Direct
2022-03-16	Class A Common Stock	S	211	$152.9228	Disposed	13612	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-15	Restricted Stock Units	$	M	1122	Disposed		Class A Common Stock (1122)	Direct
2022-03-15	Restricted Stock Units	$	M	349	Disposed		Class A Common Stock (349)	Direct
2022-03-15	Restricted Stock Units	$	M	88	Disposed		Class A Common Stock (88)	Direct
2022-03-15	Restricted Stock Units	$	M	225	Disposed		Class A Common Stock (225)	Direct
2022-03-15	Restricted Stock Units	$	M	138	Disposed		Class A Common Stock (138)	Direct
2022-03-15	Restricted Stock Units	$	M	337	Disposed		Class A Common Stock (337)	Direct
2022-03-15	Restricted Stock Units	$	A	600	Acquired		Class A Common Stock (600)	Direct
2022-03-15	Restricted Stock Units	$	M	600	Disposed		Class A Common Stock (600)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$103.69	2029-09-18	Class A Common Stock (3187)	3187	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (7590)	7590	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (3184)	3184	Direct

Footnotes

F1: Includes 17 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

F2: 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.

F3: 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 (3) with regard to the block trade.

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

F5: 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.

F6: 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.

F7: 25% of the shares underlying the RSU vested on September 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: 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.

F10: 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.

F11: 100% of the shares underlying the RSU vested on March 15, 2022.

F12: 25% of the shares subject to the option vested on October 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.

F13: 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.

F14: 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.