Jacques Frederic Kerrest - 13 Dec 2023 Form 4 Insider Report for Okta, Inc. (OKTA)

Role: Director
Signature: /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
Issuer symbol: OKTA
Transactions as of: 13 Dec 2023
Net transactions value: $0
Form type: 4
Filing time: 15 Dec 2023, 18:58:39 UTC
Previous filing: 16 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	Conversion of derivative security	$0	+8,800		$0.000000	8,800	13 Dec 2023	By Trust	F1
holding	OKTA	Class A Common Stock						601	13 Dec 2023	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	Class B Common Stock	Conversion of derivative security	$0	-8,800	-0.76%	$0.000000	1,153,387	13 Dec 2023	Class A Common Stock	8,800		By Trust	F1
holding	OKTA	Class B Common Stock						115,376	13 Dec 2023	Class A Common Stock	115,376		By Trust	F1
holding	OKTA	Class B Common Stock						257,668	13 Dec 2023	Class A Common Stock	257,668		By Trust	F1
holding	OKTA	Restricted Stock Units						4,116	13 Dec 2023	Class A Common Stock	4,116		Direct	F2, F3, F4
holding	OKTA	Restricted Stock Units						11,098	13 Dec 2023	Class A Common Stock	11,098		Direct	F2, F4, F5
holding	OKTA	Restricted Stock Units						8,425	13 Dec 2023	Class A Common Stock	8,425		Direct	F2, F4, F6
holding	OKTA	Employee Stock Option (Right to Buy)						12,707	13 Dec 2023	Class B Common Stock	12,707	$3.11	Direct	F7
holding	OKTA	Employee Stock Option (Right to Buy)						235,953	13 Dec 2023	Class B Common Stock	235,953	$7.17	Direct	F7
holding	OKTA	Employee Stock Option (Right to Buy)						988,852	13 Dec 2023	Class B Common Stock	988,852	$8.97	Direct	F7
holding	OKTA	Employee Stock Option (Right to Buy)						114,000	13 Dec 2023	Class A Common Stock	114,000	$39.21	Direct	F7
holding	OKTA	Employee Stock Option (Right to Buy)						71,547	13 Dec 2023	Class A Common Stock	71,547	$82.16	Direct	F4, F8
holding	OKTA	Employee Stock Option (Right to Buy)						41,673	13 Dec 2023	Class A Common Stock	41,673	$142.47	Direct	F4, F7
holding	OKTA	Employee Stock Option (Right to Buy)						13,263	13 Dec 2023	Class A Common Stock	13,263	$274.96	Direct	F4, F7
holding	OKTA	Employee Stock Option (Right to Buy)						26,527	13 Dec 2023	Class A Common Stock	26,527	$274.96	Direct	F4, F7

* 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	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F3	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 service with the Issuer on each such date.
F4	As previously disclosed in the Issuer's Form 8-Ks filed with the Securities and Exchange Commission on August 31, 2022 and August 30, 2023, the Reporting Person was on sabbatical from November 1, 2022 through October 31, 2023, during which time the vesting of the Reporting Person's equity awards, including the stock options and RSUs reported in this Form 4, were tolled; however, such equity awards remained outstanding in accordance with their terms. Following the conclusion of the Reporting Person's sabbatical, the Reporting Person did not return as an employee, but continues to serve as a member of the Company's board of directors as Vice Chairman. In connection with the foregoing, the Reporting Person agreed to forfeit 76,549 stock options that are out of the money, and his remaining RSUs and stock options continue to vest in accordance with their original terms.
F5	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 service with the Issuer on each such date.
F6	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 service with the Issuer on each such date.
F7	The shares subject to the option are fully vested and exercisable by the Reporting Person.
F8	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 service with the Issuer through each vesting date.