Okta, Inc. — Director's Dealing 2023

Jun 20, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2023-06-15

Reporting Person: McKinnon Todd (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-15	Class A Common Stock	M	2642	$0.00	Acquired	29037	Direct
2023-06-16	Class A Common Stock	S	926	$75.5996	Disposed	28111	Direct
2023-06-15	Class A Common Stock	M	1684	$0.00	Acquired	29795	Direct
2023-06-16	Class A Common Stock	S	696	$75.5996	Disposed	29099	Direct
2023-06-15	Class A Common Stock	M	10505	$0.00	Acquired	39604	Direct
2023-06-16	Class A Common Stock	S	5275	$75.5996	Disposed	34329	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-15	Restricted Stock Units	$	M	2642	Disposed		Class A Common Stock (2642)	Direct
2023-06-15	Restricted Stock Units	$	M	1684	Disposed		Class A Common Stock (1684)	Direct
2023-06-15	Restricted Stock Units	$	M	10505	Disposed		Class A Common Stock (10505)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5530696)	5530696	Indirect
Class B Common Stock	$		Class A Common Stock (128247)	128247	Indirect
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (181053)	181053	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (1794803)	1794803	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (5438)	5438	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (32251)	32251	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (48372)	48372	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (63667)	63667	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (127334)	127334	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 $74.75 to $76.97, 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: 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.

F5: 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.

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.

F7: 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.

F8: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F9: 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.

F10: 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.