SEC Form 4 · accession 0001209191-17-062472

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

Nov 21, 2017

Accepted (ET)

Nov 24, 2017 · 6:55 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001660134

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Nov 21, 2017	C	13,367	$0.00	A	13,367	I	By Trust
Class A Common Stock	Nov 21, 2017	S	13,367	$30.00	D	0	I	By Trust
Class A Common Stock^F1	Nov 21, 2017	C	1,567	$0.00	A	1,567	I	By Trust
Class A Common Stock	Nov 21, 2017	S	1,567	$30.00	D	0	I	By Trust
Class A Common Stock^F1	Nov 22, 2017	C	144,671	$0.00	A	144,671	I	By Trust
Class A Common Stock^F3	Nov 22, 2017	S	144,671	$30.0692	D	0	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^F1	—	Nov 21, 2017	C	13,367	D	—	—	Class A Common Stock	13,367	2,917,122	I
Class B Common Stock^F1	—	Nov 21, 2017	C	1,567	D	—	—	Class A Common Stock	1,567	61,184	I
Class B Common Stock^F1	—	Nov 22, 2017	C	144,671	D	—	—	Class A Common Stock	144,671	2,772,451	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	203,955	203,955	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	193,965	193,965	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	11,427	11,427	I
Employee Stock Option (Right to Buy)^F4	$1.40	holding	—	—	—	—	Aug 29, 2023	Class B Common Stock	75,000	75,000	D
Employee Stock Option (Right to Buy)^F5	$3.11	holding	—	—	—	—	Aug 26, 2024	Class B Common Stock	75,000	75,000	D
Employee Stock Option (Right to Buy)^F6	$7.17	holding	—	—	—	—	Aug 27, 2025	Class B Common Stock	250,000	250,000	I
Employee Stock Option (Right to Buy)^F7	$8.97	holding	—	—	—	—	Jul 29, 2026	Class B Common Stock	1,000,000	1,000,000	D

Explanation of responses

F1Each 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.
F2This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
F3The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.35 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to 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.
F4The shares subject to the option are fully vested and exercisable by the Reporting Person.
F525% 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.
F625% 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.
F720% of the shares subject to the option vested 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.