Okta, Inc. — Director's Dealing 2023

Dec 19, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2023-12-15

Reporting Person: Schwartz Larissa (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-15	Class A Common Stock	M	178	$0.00	Acquired	20530	Direct
2023-12-18	Class A Common Stock	S	90	$83.3306	Disposed	20440	Direct
2023-12-15	Class A Common Stock	M	104	$0.00	Acquired	20544	Direct
2023-12-18	Class A Common Stock	S	53	$83.3306	Disposed	20491	Direct
2023-12-15	Class A Common Stock	M	168	$0.00	Acquired	20659	Direct
2023-12-18	Class A Common Stock	S	85	$83.3306	Disposed	20574	Direct
2023-12-15	Class A Common Stock	M	316	$0.00	Acquired	20890	Direct
2023-12-18	Class A Common Stock	S	159	$83.3306	Disposed	20731	Direct
2023-12-15	Class A Common Stock	M	108	$0.00	Acquired	20839	Direct
2023-12-18	Class A Common Stock	S	55	$83.3306	Disposed	20784	Direct
2023-12-15	Class A Common Stock	M	4446	$0.00	Acquired	25230	Direct
2023-12-18	Class A Common Stock	S	2233	$83.3306	Disposed	22997	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-15	Restricted Stock Units	$	M	178	Disposed		Class A Common Stock (178)	Direct
2023-12-15	Restricted Stock Units	$	M	104	Disposed		Class A Common Stock (104)	Direct
2023-12-15	Restricted Stock Units	$	M	168	Disposed		Class A Common Stock (168)	Direct
2023-12-15	Restricted Stock Units	$	M	316	Disposed		Class A Common Stock (316)	Direct
2023-12-15	Restricted Stock Units	$	M	108	Disposed		Class A Common Stock (108)	Direct
2023-12-15	Restricted Stock Units	$	M	4446	Disposed		Class A Common Stock (4446)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$8.62	2025-12-16	Class B Common Stock (14167)	14167	Direct
Employee Stock Option (Right to Buy)	$8.73	2026-06-01	Class B Common Stock (9000)	9000	Direct
Employee Stock Option (Right to Buy)	$11.36	2027-03-05	Class B Common Stock (5000)	5000	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 $82.55 to $84.12, 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 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: 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.

F5: 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.

F6: 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.

F7: 6.25% of the shares underlying the RSU vested on March 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.

F8: 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.

F9: 8.33% of the shares underlying the RSU vested on June 15, 2023, and the remaining shares underlying the RSU shall vest in 11 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.