Shibu Ninan - Sep 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: Sep 15, 2023
Transactions value $: -$272,430
Form type: 4
Date filed: 9/19/2023, 06:06 PM
Previous filing: Jun 20, 2023
Next filing: Dec 19, 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	+8.78K	+773.24%	$0.00	9.92K	Sep 15, 2023	Direct	F1
transaction	OKTA	Class A Common Stock	Sale	-$256K	-3.09K	-31.11%	$83.01	6.83K	Sep 18, 2023	Direct	F2, F3
transaction	OKTA	Class A Common Stock	Options Exercise	$0	+556	+8.14%	$0.00	7.39K	Sep 15, 2023	Direct
transaction	OKTA	Class A Common Stock	Sale	-$16.3K	-196	-2.65%	$83.01	7.19K	Sep 18, 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	-8.78K	-25%	$0.00	26.4K	Sep 15, 2023	Class A Common Stock	8.78K		Direct	F4, F5
transaction	OKTA	Restricted Stock Units	Options Exercise	$0	-556	-9.1%	$0.00	5.56K	Sep 15, 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.