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Okta, Inc. — Director's Dealing 2025
Jan 27, 2025
30365_dirs_2025-01-27_9e74bbae-7642-4f44-9385-440ec083c058.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2025-01-23
Reporting Person: Kerrest Jacques Frederic (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-01-23 | Class A Common Stock | C | 390000 | — | Acquired | 390000 | Direct |
| 2025-01-23 | Class A Common Stock | S | 325520 | $86.9914 | Disposed | 64480 | Direct |
| 2025-01-23 | Class A Common Stock | S | 63508 | $87.5672 | Disposed | 972 | Direct |
| 2025-01-23 | Class A Common Stock | S | 972 | $88.31 | Disposed | 0 | Direct |
| 2025-01-23 | Class A Common Stock | C | 39996 | — | Acquired | 39996 | Indirect |
| 2025-01-23 | Class A Common Stock | S | 33383 | $86.9913 | Disposed | 6613 | Indirect |
| 2025-01-23 | Class A Common Stock | S | 6513 | $87.5672 | Disposed | 100 | Indirect |
| 2025-01-23 | Class A Common Stock | S | 100 | $88.31 | Disposed | 0 | Indirect |
| 2025-01-23 | Class A Common Stock | C | 19998 | — | Acquired | 19998 | Indirect |
| 2025-01-23 | Class A Common Stock | S | 16717 | $86.9919 | Disposed | 3281 | Indirect |
| 2025-01-23 | Class A Common Stock | S | 3230 | $87.5688 | Disposed | 51 | Indirect |
| 2025-01-23 | Class A Common Stock | S | 51 | $88.31 | Disposed | 0 | Indirect |
| 2025-01-24 | Class A Common Stock | C | 65000 | — | Acquired | 65000 | Direct |
| 2025-01-24 | Class A Common Stock | S | 65000 | $88.50 | Disposed | 0 | Direct |
| 2025-01-24 | Class A Common Stock | C | 6666 | — | Acquired | 6666 | Indirect |
| 2025-01-24 | Class A Common Stock | S | 6666 | $88.50 | Disposed | 0 | Indirect |
| 2025-01-24 | Class A Common Stock | C | 3333 | — | Acquired | 3333 | Indirect |
| 2025-01-24 | Class A Common Stock | S | 3333 | $88.50 | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-01-23 | Employee Stock Option (Right to Buy) | $8.97 | M | 390000 | Disposed | 2026-07-29 | Class B Common Stock (390000) | Direct |
| 2025-01-23 | Class B Common Stock | $ | M | 390000 | Acquired | Class A Common Stock (390000) | Direct | |
| 2025-01-23 | Class B Common Stock | $ | C | 390000 | Disposed | Class A Common Stock (390000) | Direct | |
| 2025-01-23 | Class B Common Stock | $ | C | 39996 | Disposed | Class A Common Stock (39996) | Indirect | |
| 2025-01-23 | Class B Common Stock | $ | C | 19998 | Disposed | Class A Common Stock (19998) | Indirect | |
| 2025-01-24 | Employee Stock Option (Right to Buy) | $8.97 | M | 65000 | Disposed | 2026-07-29 | Class B Common Stock (65000) | Direct |
| 2025-01-24 | Class B Common Stock | $ | M | 65000 | Acquired | Class A Common Stock (65000) | Direct | |
| 2025-01-24 | Class B Common Stock | $ | C | 65000 | Disposed | Class A Common Stock (65000) | Direct | |
| 2025-01-24 | Class B Common Stock | $ | C | 6666 | Disposed | Class A Common Stock (6666) | Indirect | |
| 2025-01-24 | Class B Common Stock | $ | C | 3333 | Disposed | Class A Common Stock (3333) | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Class B Common Stock | $ | Class A Common Stock (1139387) | 1139387 | Indirect | |
| 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 |
| Restricted Stock Units | $ | Class A Common Stock (1850) | 1850 | Direct | |
| Restricted Stock Units | $ | Class A Common Stock (4213) | 4213 | Direct | |
| Restricted Stock Units | $ | Class A Common Stock (2832) | 2832 | Direct |
Footnotes
F1: 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.
F2: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 19, 2024.
F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.30 to $87.295 per share, inclusive. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.30 to $88.12 per share, inclusive. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range
set forth in this footnote.
F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.305 to $87.30 per share, inclusive. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range
set forth in this footnote.
F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.305 to $88.12 per share, inclusive. The Reporting Person
undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range
set forth in this footnote.
F7: The shares subject to the option are fully vested and exercisable by the Reporting Person.
F8: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F9: 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, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.
F10: 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, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.
F11: The RSUs vest in full on the earlier of June 20, 2025 or the date immediately prior to the Issuer's next regular annual stockholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.