SEC Form 4 · accession 0000899243-17-010128

Okta, Inc. · OKTA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jacques Frederic Kerrest

Officer — Chief Operating Officer · Director

Period of report

Apr 12, 2017

Accepted (ET)

Apr 12, 2017 · 9:20 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001660134

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F2	Apr 12, 2017	J	3,274,189	—	D	I	By Trust
Common Stock^F2	Apr 12, 2017	J	196,885	—	D	I	By Trust
Common Stock^F2	Apr 12, 2017	J	210,335	—	D	I	By Trust
Common Stock^F2	Apr 12, 2017	J	70,111	—	D	I	By Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F2	—	Apr 12, 2017	J	3,274,189	A	—	—	Class A Common Stock	3,274,189	3,274,189	I
Class B Common Stock^F2	—	Apr 12, 2017	J	196,885	A	—	—	Class A Common Stock	196,885	196,885	I
Class B Common Stock^F2	—	Apr 12, 2017	J	210,335	A	—	—	Class A Common Stock	210,335	210,335	I
Class B Common Stock^F2	—	Apr 12, 2017	J	70,111	A	—	—	Class A Common Stock	70,111	70,111	I
Employee Stock Option (Right to Buy)^F3	$1.40	Apr 12, 2017	J	75,000	D	—	Aug 29, 2023	Common Stock	75,000	0	D
Employee Stock Option (Right to Buy)^F3	$1.40	Apr 12, 2017	J	75,000	A	—	Aug 29, 2023	Class B Common Stock	75,000	75,000	D
Employee Stock Option (Right to Buy)^F4	$3.11	Apr 12, 2017	J	75,000	D	—	Aug 26, 2024	Common Stock	75,000	0	D
Employee Stock Option (Right to Buy)^F4	$3.11	Apr 12, 2017	J	75,000	A	—	Aug 26, 2024	Class B Common Stock	75,000	75,000	D
Employee Stock Option (Right to Buy)^F5	$7.17	Apr 12, 2017	J	250,000	D	—	Aug 27, 2025	Common Stock	250,000	0	I
Employee Stock Option (Right to Buy)^F5	$7.17	Apr 12, 2017	J	250,000	A	—	Aug 27, 2025	Class B Common Stock	250,000	250,000	I
Employee Stock Option (Right to Buy)^F6	$8.97	Apr 12, 2017	J	1,000,000	D	—	Jul 29, 2026	Common Stock	1,000,000	0	D
Employee Stock Option (Right to Buy)^F6	$8.97	Apr 12, 2017	J	1,000,000	A	—	Jul 29, 2026	Class B Common Stock	1,000,000	1,000,000	D

Explanation of responses

F1Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F2Each 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.
F325% of the shares subject to the option vested on August 1, 2014, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.
F425% of the shares subject to the option vested on August 1, 2015, and the remaining shares subject to the option vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.
F525% of the shares subject to the option vested on August 1, 2016, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.
F620% of the shares subject to the option shall vest on July 29, 2017, 20% of the shares subject to the option shall vest on July 29, 2018, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.