Okta, Inc. — Director's Dealing 2023

Sep 20, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2023-09-15

Reporting Person: Ninan Shibu (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-15	Class A Common Stock	M	8784	$0.00	Acquired	9920	Direct
2023-09-18	Class A Common Stock	S	3086	$83.0072	Disposed	6834	Direct
2023-09-15	Class A Common Stock	M	556	$0.00	Acquired	7390	Direct
2023-09-18	Class A Common Stock	S	196	$83.0072	Disposed	7194	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-15	Restricted Stock Units	$	M	8784	Disposed		Class A Common Stock (8784)	Direct
2023-09-15	Restricted Stock Units	$	M	556	Disposed		Class A Common Stock (556)	Direct

Footnotes

F1: Includes 497 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 $82.25 to $83.75, 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.

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 September 15, 2023, 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: 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.