SEC Form 4 · accession 0001209191-17-065511

Okta, Inc. · OKTA

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

Reporting owner

William E Losch

Officer — Chief Financial Officer

Period of report

Dec 11, 2017

Accepted (ET)

Dec 13, 2017 · 7:03 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
Class A Common Stock	Dec 11, 2017	C	12,200	$0.00	A	12,200	D
Class A Common Stock^F3	Dec 11, 2017	S	9,575	$26.0219	D	2,625	D
Class A Common Stock^F4	Dec 11, 2017	S	2,625	$26.5266	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F5	$1.40	Dec 11, 2017	M	12,200	D	—	Aug 29, 2023	Class B Common Stock	12,200	324,820	D
Class B Common Stock^F1	—	Dec 11, 2017	M	12,200	A	—	—	Class A Common Stock	12,200	12,200	D
Class B Common Stock^F1	—	Dec 11, 2017	C	12,200	D	—	—	Class A Common Stock	12,200	0	D
Employee Stock Option (Right to Buy)^F6	$7.17	holding	—	—	—	—	Aug 27, 2025	Class B Common Sto	145,200	145,200	D
Employee Stock Option (Right to Buy)^F7	$8.97	holding	—	—	—	—	Jul 29, 2026	Class B Common Sto	338,400	338,400	D
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	361,422	361,422	I

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 $25.44 to $26.43 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.45 to $26.745 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.
F525% of the shares subject to the option vested on June 24, 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.
F6The shares subject to the option shall vest in 48 equal monthly installments commencing on August 1, 2015, subject to the Reporting Person's continued employment with the Issuer through each vesting 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.