Okta, Inc. — Director's Dealing 2023

Mar 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2023-03-15

Reporting Person: Kerrest Jacques Frederic (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-15	Class A Common Stock	M	1024	$0.00	Acquired	1124	Direct
2023-03-16	Class A Common Stock	S	423	$82.4782	Disposed	701	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-15	Restricted Stock Units	$	A	1024	Acquired		Class A Common Stock (1024)	Direct
2023-03-15	Restricted Stock Units	$	M	1024	Disposed		Class A Common Stock (1024)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (4116)	4116	Direct
Restricted Stock Units	$		Class A Common Stock (11098)	11098	Direct
Restricted Stock Units	$		Class A Common Stock (8425)	8425	Direct
Class B Common Stock	$		Class A Common Stock (86376)	86376	Indirect
Class B Common Stock	$		Class A Common Stock (257668)	257668	Indirect
Class B Common Stock	$		Class A Common Stock (1191187)	1191187	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 (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 $81.11 to $83.24, 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: 100% of the shares underlying the RSU vested on March 15, 2023.

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: As previously disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on August 31, 2022, the Reporting Person is on sabbatical from November 1, 2022 through October 31, 2023. The vesting of the Reporting Person's equity awards, including the stock options and RSUs reported in this Form 4, will be tolled during the sabbatical period; however, such equity awards will remain outstanding in accordance with their 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 employment 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 employment 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 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.