Jacques Frederic Kerrest - 21 Jan 2025 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
21 Jan 2025
Net transactions value
-$293,733
Form type
4
Filing time
23 Jan 2025, 17:11:09 UTC
Previous filing
17 Dec 2024
Next filing
27 Jan 2025
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 Sale $171,429 -1,936 -59% $88.55 1,370 21 Jan 2025 Direct F1, F2
transaction OKTA Class A Common Stock Sale $122,304 -1,370 -100% $89.27 0 21 Jan 2025 Direct F1, 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
holding OKTA Employee Stock Option (Right to Buy) 988,852 21 Jan 2025 Class B Common Stock 988,852 $8.97 Direct F4
holding OKTA Employee Stock Option (Right to Buy) 114,000 21 Jan 2025 Class A Common Stock 114,000 $39.21 Direct F4
holding OKTA Employee Stock Option (Right to Buy) 71,547 21 Jan 2025 Class A Common Stock 71,547 $82.16 Direct F4
holding OKTA Employee Stock Option (Right to Buy) 41,673 21 Jan 2025 Class A Common Stock 41,673 $142.47 Direct F4
holding OKTA Employee Stock Option (Right to Buy) 13,263 21 Jan 2025 Class A Common Stock 13,263 $274.96 Direct F4
holding OKTA Employee Stock Option (Right to Buy) 26,527 21 Jan 2025 Class A Common Stock 26,527 $274.96 Direct F4
holding OKTA Restricted Stock Units 1,850 21 Jan 2025 Class A Common Stock 1,850 Direct F5, F6
holding OKTA Restricted Stock Units 4,213 21 Jan 2025 Class A Common Stock 4,213 Direct F5, F7
holding OKTA Restricted Stock Units 2,832 21 Jan 2025 Class A Common Stock 2,832 Direct F5, F8
holding OKTA Class B Common Stock 1,139,387 21 Jan 2025 Class A Common Stock 1,139,387 By Trust F9
holding OKTA Class B Common Stock 129,376 21 Jan 2025 Class A Common Stock 129,376 By Trust F9
holding OKTA Class B Common Stock 257,668 21 Jan 2025 Class A Common Stock 257,668 By Trust F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 19, 2024.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.985 to $88.915 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.00 to $89.62 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4 The shares subject to the option are fully vested and exercisable by the Reporting Person.
F5 Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
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 service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.
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 service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.
F8 The RSUs vest in full on the earlier of June 20, 2025 or the date immediately prior to the Issuer's next regular annual stockholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.
F9 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.