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: Kerrest Jacques Frederic (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Class A Common Stock	M	3088	$0.00	Acquired	10680	Direct
2022-03-16	Class A Common Stock	S	1110	$152.9228	Disposed	9570	Direct
2022-03-15	Class A Common Stock	M	2058	$0.00	Acquired	11628	Direct
2022-03-16	Class A Common Stock	S	721	$152.9228	Disposed	10907	Direct
2022-03-15	Class A Common Stock	M	1849	$0.00	Acquired	12756	Direct
2022-03-16	Class A Common Stock	S	691	$152.9228	Disposed	12065	Direct
2022-03-15	Class A Common Stock	M	3370	$0.00	Acquired	15435	Direct
2022-03-16	Class A Common Stock	S	1693	$152.9228	Disposed	13742	Direct
2022-03-15	Class A Common Stock	M	1214	$0.00	Acquired	14956	Direct
2022-03-16	Class A Common Stock	S	610	$152.9228	Disposed	14346	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-15	Restricted Stock Units	$	M	3088	Disposed		Class A Common Stock (3088)	Direct
2022-03-15	Restricted Stock Units	$	M	2058	Disposed		Class A Common Stock (2058)	Direct
2022-03-15	Restricted Stock Units	$	M	1849	Disposed		Class A Common Stock (1849)	Direct
2022-03-15	Restricted Stock Units	$	M	3370	Disposed		Class A Common Stock (3370)	Direct
2022-03-15	Restricted Stock Units	$	A	1214	Acquired		Class A Common Stock (1214)	Direct
2022-03-15	Restricted Stock Units	$	M	1214	Disposed		Class A Common Stock (1214)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (86476)	86476	Indirect
Class B Common Stock	$		Class A Common Stock (257768)	257768	Indirect
Class B Common Stock	$		Class A Common Stock (1183510)	1183510	Indirect
Employee Stock Option (Right to Buy)	$1.40	2023-08-29	Class B Common Stock (3572)	3572	Direct
Employee Stock Option (Right to Buy)	$3.11	2024-08-26	Class B Common Stock (42812)	42812	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (236053)	236053	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (988852)	988852	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (114000)	114000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (71547)	71547	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (62511)	62511	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (31834)	31834	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (63667)	63667	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 the Issuer's Class A Common Stock.

F4: The shares underlying the RSU fully vested on March 15, 2022.

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

F9: 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.

F10: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F11: 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 through each vesting date.

F12: 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 through each vesting date.

F13: 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 through each vesting date.