Larissa Schwartz - 22 Jan 2025 Form 4 Insider Report for Okta, Inc. (OKTA)

Signature
/s/ Alan Smith, attorney-in-fact of the Reporting Person
Issuer symbol
OKTA
Transactions as of
22 Jan 2025
Net transactions value
-$242,224
Form type
4
Filing time
24 Jan 2025, 17:10:35 UTC
Previous filing
02 Jan 2025
Next filing
13 Feb 2025

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 +1,553 +6.3% $0.000000 26,015 22 Jan 2025 Direct F1
transaction OKTA Class A Common Stock Sale $242,224 -2,704 -10% $89.58 23,311 22 Jan 2025 Direct 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 Employee Stock Option (Right to Buy) Options Exercise $0 -1,553 -12% $0.000000 11,061 22 Jan 2025 Class B Common Stock 1,553 $8.62 Direct F3
transaction OKTA Class B Common Stock Options Exercise $0 +1,553 $0.000000 1,553 22 Jan 2025 Class A Common Stock 1,553 Direct F1
transaction OKTA Class B Common Stock Conversion of derivative security $0 -1,553 -100% $0.000000 0 22 Jan 2025 Class A Common Stock 1,553 Direct F1
holding OKTA Employee Stock Option (Right to Buy) 9,000 22 Jan 2025 Class B Common Stock 9,000 $8.73 Direct F3
holding OKTA Employee Stock Option (Right to Buy) 5,000 22 Jan 2025 Class B Common Stock 5,000 $11.36 Direct F3
holding OKTA Restricted Stock Units 169 22 Jan 2025 Class A Common Stock 169 Direct F4, F5
holding OKTA Restricted Stock Units 1,264 22 Jan 2025 Class A Common Stock 1,264 Direct F4, F6
holding OKTA Restricted Stock Units 541 22 Jan 2025 Class A Common Stock 541 Direct F4, F7
holding OKTA Restricted Stock Units 22,227 22 Jan 2025 Class A Common Stock 22,227 Direct F4, F8
holding OKTA Restricted Stock Units 17,430 22 Jan 2025 Class A Common Stock 17,430 Direct F4, 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 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 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 30, 2024.
F3 The shares subject to the option are fully vested and exercisable by the Reporting Person.
F4 Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F5 6.25% of the shares underlying the RSU vested on June 15, 2021, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F6 6.25% of the shares underlying the RSU vested on March 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F7 6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F8 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.
F9 8.33% of the shares underlying the RSU vested on June 15, 2024, 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.

Remarks:

Chief Legal Officer and Corporate Secretary