Runyan Jonathan T. - 02 May 2022 Form 4 Insider Report for Okta, Inc. (OKTA)

Role: General Counsel and Secretary
Signature: /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
Issuer symbol: OKTA
Transactions as of: 02 May 2022
Net transactions value: -$11,841
Form type: 4
Filing time: 04 May 2022, 17:03:47 UTC
Previous filing: 24 Mar 2022
Next filing: 17 Jun 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	Conversion of derivative security	$0	+100		$0.000000	100	02 May 2022	Direct	F1
transaction	OKTA	Class A Common Stock	Sale	$11,841	-100	-100%	$118.41	0	02 May 2022	Direct	F2
holding	OKTA	Class A Common Stock						62,980	02 May 2022	By Trust

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	-100	-0.07%	$0.000000	134,900	02 May 2022	Class B Common Stock	100	$8.97	Direct	F3
transaction	OKTA	Class B Common Stock	Options Exercise	$0	+100		$0.000000	100	02 May 2022	Class A Common Stock	100		Direct	F1
transaction	OKTA	Class B Common Stock	Conversion of derivative security	$0	-100	-100%	$0.000000^*	0	02 May 2022	Class A Common Stock	100		Direct	F1
holding	OKTA	Restricted Stock Units						3,742	02 May 2022	Class A Common Stock	3,742		Direct	F4, F5
holding	OKTA	Restricted Stock Units						7,398	02 May 2022	Class A Common Stock	7,398		Direct	F4, F6
holding	OKTA	Restricted Stock Units						4,044	02 May 2022	Class A Common Stock	4,044		Direct	F4, F7
holding	OKTA	Restricted Stock Units						61,069	02 May 2022	Class A Common Stock	61,069		Direct	F4, F8
holding	OKTA	Employee Stock Option (Right to Buy)						52,000	02 May 2022	Class A Common Stock	52,000	$39.21	Direct	F3
holding	OKTA	Employee Stock Option (Right to Buy)						32,520	02 May 2022	Class A Common Stock	32,520	$82.16	Direct	F9
holding	OKTA	Employee Stock Option (Right to Buy)						31,255	02 May 2022	Class A Common Stock	31,255	$142.47	Direct	F10
holding	OKTA	Employee Stock Option (Right to Buy)						12,734	02 May 2022	Class A Common Stock	12,734	$274.96	Direct	F11
holding	OKTA	Employee Stock Option (Right to Buy)						101,867	02 May 2022	Class A Common Stock	101,867	$274.96	Direct	F11

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

Explanation of Responses:

Id	Content
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 previously adopted by the Reporting Person.
F3	The shares subject to the option are fully vested and exercisable by the Reporting Person.
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 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	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.
F7	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.
F8	6.25% of the shares underlying the RSU shall vest on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
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.