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: Kerrest Jacques Frederic (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-15	Class A Common Stock	M	2058	$0.00	Acquired	2659	Direct
2023-12-18	Class A Common Stock	S	754	$83.3306	Disposed	1905	Direct
2023-12-15	Class A Common Stock	M	1849	$0.00	Acquired	3754	Direct
2023-12-18	Class A Common Stock	S	626	$83.3306	Disposed	3128	Direct
2023-12-15	Class A Common Stock	M	843	$0.00	Acquired	3971	Direct
2023-12-18	Class A Common Stock	S	282	$83.3306	Disposed	3689	Direct
2023-12-19	Class A Common Stock	G	8800	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-15	Restricted Stock Units	$	M	2058	Disposed		Class A Common Stock (2058)	Direct
2023-12-15	Restricted Stock Units	$	M	1849	Disposed		Class A Common Stock (1849)	Direct
2023-12-15	Restricted Stock Units	$	M	843	Disposed		Class A Common Stock (843)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1153387)	1153387	Indirect
Class B Common Stock	$		Class A Common Stock (115376)	115376	Indirect
Class B Common Stock	$		Class A Common Stock (257668)	257668	Indirect
Employee Stock Option (Right to Buy)	$3.11	2024-08-26	Class B Common Stock (12707)	12707	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (235953)	235953	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 (41673)	41673	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (13263)	13263	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (26527)	26527	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: The transaction reported involved a gift by the Trust of 8,800 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Family Foundation, a donor advised fund.

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

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 service with the Issuer on each such date.

F6: As previously disclosed in the Issuer's Form 8-Ks filed with the Securities and Exchange Commission on August 31, 2022 and August 30, 2023, the Reporting Person was on sabbatical from November 1, 2022 through October 31, 2023, during which time the vesting of the Reporting Person's equity awards, including the stock options and RSUs reported in this Form 4, were tolled; however, such equity awards remained outstanding in accordance with their terms. Following the conclusion of the Reporting Person's sabbatical, the Reporting Person did not return as an employee, but continues to serve as a member of the Company's board of directors as Vice Chairman. In connection with the foregoing, the Reporting Person agreed to forfeit 76,549 stock options that are out of the money, and his remaining RSUs and stock options continue to vest in accordance with their original terms.

F7: 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 service with the Issuer on each such date.

F8: 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 service with the Issuer on each such date.

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 service with the Issuer through each vesting date.