Todd McKinnon - 28 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: 28 Sep 2022
Transactions value $: $0
Form type: 4
Filing time: 29 Sep 2022, 18:00:36 UTC
Previous filing: 19 Sep 2022
Next filing: 19 Dec 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	OKTA	Class A Common Stock						17,079	28 Sep 2022	Direct

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	Employee Stock Option (Right to Buy)	Options Exercise	$0	-305,000	-62.8%	$0.000000	181,053	28 Sep 2022	Class B Common Stock	305,000	$7.17	Direct	F1
transaction	OKTA	Class B Common Stock	Options Exercise	$0	+305,000		$0.000000	305,000	28 Sep 2022	Class A Common Stock	305,000		Direct	F2
transaction	OKTA	Class B Common Stock	Gift	$0	-305,000	-100%	$0.000000^*	0	28 Sep 2022	Class A Common Stock	305,000		Direct	F2
transaction	OKTA	Class B Common Stock	Gift	$0	+305,000	+5.84%	$0.000000	5,530,696	28 Sep 2022	Class A Common Stock	305,000		By Trust	F2
holding	OKTA	Class B Common Stock						128,247	28 Sep 2022	Class A Common Stock	128,247		By Trust	F2
holding	OKTA	Employee Stock Option (Right to Buy)						1,794,803	28 Sep 2022	Class B Common Stock	1,794,803	$8.97	Direct	F1
holding	OKTA	Employee Stock Option (Right to Buy)						5,438	28 Sep 2022	Class A Common Stock	5,438	$39.21	Direct	F1
holding	OKTA	Employee Stock Option (Right to Buy)						32,251	28 Sep 2022	Class A Common Stock	32,251	$82.16	Direct	F3
holding	OKTA	Employee Stock Option (Right to Buy)						48,372	28 Sep 2022	Class A Common Stock	48,372	$142.47	Direct	F4
holding	OKTA	Employee Stock Option (Right to Buy)						63,667	28 Sep 2022	Class A Common Stock	63,667	$274.96	Direct	F5
holding	OKTA	Employee Stock Option (Right to Buy)						127,334	28 Sep 2022	Class A Common Stock	127,334	$274.96	Direct	F5
holding	OKTA	Restricted Stock Units						6,361	28 Sep 2022	Class A Common Stock	6,361		Direct	F6, F7
holding	OKTA	Restricted Stock Units						15,855	28 Sep 2022	Class A Common Stock	15,855		Direct	F6, F8
holding	OKTA	Restricted Stock Units						16,848	28 Sep 2022	Class A Common Stock	16,848		Direct	F6, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares subject to the option are fully vested and exercisable by the Reporting Person.
F2	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.
F3	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.
F4	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.
F5	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.
F6	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F7	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.
F8	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.
F9	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.