Todd McKinnon - 15 Sep 2022 Form 4 Insider Report for Okta, Inc. (OKTA)

Role
Chief Executive Officer, Director
Signature
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
Issuer symbol
OKTA
Transactions as of
15 Sep 2022
Net transactions value
-$232,880
Form type
4
Filing time
19 Sep 2022, 17:07:43 UTC
Previous filing
05 Jul 2022
Next filing
29 Sep 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Options Exercise $0 +3,180 +24% $0.000000 16,673 15 Sep 2022 Direct
transaction OKTA Class A Common Stock Sale $98,652 -1,661 -10% $59.39 15,012 16 Sep 2022 Direct F1, F2
transaction OKTA Class A Common Stock Options Exercise $0 +2,642 +18% $0.000000 17,654 15 Sep 2022 Direct
transaction OKTA Class A Common Stock Sale $81,962 -1,380 -7.8% $59.39 16,274 16 Sep 2022 Direct F1, F2
transaction OKTA Class A Common Stock Options Exercise $0 +1,685 +10% $0.000000 17,959 15 Sep 2022 Direct
transaction OKTA Class A Common Stock Sale $52,266 -880 -4.9% $59.39 17,079 16 Sep 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OKTA Restricted Stock Units Options Exercise $0 -3,180 -33% $0.000000 6,361 15 Sep 2022 Class A Common Stock 3,180 Direct F3, F4
transaction OKTA Restricted Stock Units Options Exercise $0 -2,642 -14% $0.000000 15,855 15 Sep 2022 Class A Common Stock 2,642 Direct F3, F5
transaction OKTA Restricted Stock Units Options Exercise $0 -1,685 -9.1% $0.000000 16,848 15 Sep 2022 Class A Common Stock 1,685 Direct F3, F6
holding OKTA Class B Common Stock 5,225,696 15 Sep 2022 Class A Common Stock 5,225,696 By Trust F7
holding OKTA Class B Common Stock 128,247 15 Sep 2022 Class A Common Stock 128,247 By Trust F7
holding OKTA Employee Stock Option (Right to Buy) 486,053 15 Sep 2022 Class B Common Stock 486,053 $7.17 Direct F8
holding OKTA Employee Stock Option (Right to Buy) 1,794,803 15 Sep 2022 Class B Common Stock 1,794,803 $8.97 Direct F8
holding OKTA Employee Stock Option (Right to Buy) 5,438 15 Sep 2022 Class A Common Stock 5,438 $39.21 Direct F8
holding OKTA Employee Stock Option (Right to Buy) 32,251 15 Sep 2022 Class A Common Stock 32,251 $82.16 Direct F9
holding OKTA Employee Stock Option (Right to Buy) 48,372 15 Sep 2022 Class A Common Stock 48,372 $142.47 Direct F10
holding OKTA Employee Stock Option (Right to Buy) 63,667 15 Sep 2022 Class A Common Stock 63,667 $274.96 Direct F11
holding OKTA Employee Stock Option (Right to Buy) 127,334 15 Sep 2022 Class A Common Stock 127,334 $274.96 Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 $58.55 to $60.73, 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 (2) 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, 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.
F5 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.
F6 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.
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, 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 on each such date.
F10 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.
F11 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.