Shibu Ninan - 15 Dec 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 Dec 2023
Net transactions value: -$95,330
Form type: 4
Filing time: 19 Dec 2023, 17:09:45 UTC
Previous filing: 19 Sep 2023
Next filing: 21 Feb 2024
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	+2,195	+31%	$0.000000	9,389	15 Dec 2023	Direct
transaction	OKTA	Class A Common Stock	Sale	$71,998	-864	-9.2%	$83.33	8,525	18 Dec 2023	Direct	F1, F2
transaction	OKTA	Class A Common Stock	Options Exercise	$0	+556	+6.5%	$0.000000	9,081	15 Dec 2023	Direct
transaction	OKTA	Class A Common Stock	Sale	$23,333	-280	-3.1%	$83.33	8,801	18 Dec 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	Options Exercise	$0	-2,195	-8.3%	$0.000000	24,155	15 Dec 2023	Class A Common Stock	2,195		Direct	F3, F4
transaction	OKTA	Restricted Stock Units	Options Exercise	$0	-556	-10%	$0.000000	5,001	15 Dec 2023	Class A Common Stock	556		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 $82.55 to $84.12, 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	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.
F5	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.