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

Role: Chief Accounting Officer
Signature: /s/ Alan Smith, attorney-in-fact of the Reporting Person
Stock symbol: OKTA
Transactions as of: Mar 15, 2023
Transactions value $: -$16,248
Form type: 4
Date filed: 3/17/2023, 05:53 PM
Previous filing: Sep 26, 2022
Next filing: Mar 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OKTA	Class A Common Stock	Options Exercise	$0	+476		$0.00	476	Mar 15, 2023	Direct
transaction	OKTA	Class A Common Stock	Sale	-$16.2K	-197	-41.39%	$82.48	279	Mar 16, 2023	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	Award	$0	+476		$0.00	476	Mar 15, 2023	Class A Common Stock	476		Direct	F3, F4
transaction	OKTA	Restricted Stock Units	Options Exercise	$0	-476	-100%	$0.00^*	0	Mar 15, 2023	Class A Common Stock	476		Direct	F3, F4
holding	OKTA	Restricted Stock Units						35.1K	Mar 15, 2023	Class A Common Stock	35.1K		Direct	F3, F5

* 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 $81.11 to $83.24, 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.
F3	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F4	100% of the shares underlying the RSU vested on March 15, 2023.
F5	25% of the shares underlying the RSU shall vest 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.