Shibu Ninan - 15 Sep 2023 Form 4 Insider Report for Okta, Inc. (OKTA)

Role: Chief Accounting Officer
Signature: /s/ Alan Smith, attorney-in-fact of the Reporting Person
Issuer symbol: OKTA
Transactions as of: 15 Sep 2023
Net transactions value: -$272,430
Form type: 4
Filing time: 19 Sep 2023, 19:06:03 UTC
Previous filing: 20 Jun 2023
Next filing: 19 Dec 2023
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	+8,784	+773%	$0.000000	9,920	15 Sep 2023	Direct	F1
transaction	OKTA	Class A Common Stock	Sale	$256,160	-3,086	-31%	$83.01	6,834	18 Sep 2023	Direct	F2, F3
transaction	OKTA	Class A Common Stock	Options Exercise	$0	+556	+8.1%	$0.000000	7,390	15 Sep 2023	Direct
transaction	OKTA	Class A Common Stock	Sale	$16,269	-196	-2.7%	$83.01	7,194	18 Sep 2023	Direct	F2, F3

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	-8,784	-25%	$0.000000	26,350	15 Sep 2023	Class A Common Stock	8,784		Direct	F4, F5
transaction	OKTA	Restricted Stock Units	Options Exercise	$0	-556	-9.1%	$0.000000	5,557	15 Sep 2023	Class A Common Stock	556		Direct	F4, F6

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

Explanation of Responses:

Id	Content
F1	Includes 497 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
F2	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.
F3	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 $82.25 to $83.75, 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.
F4	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F5	25% of the shares underlying the RSU vested on September 15, 2023, 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.