SEC Form 4 · accession 0001209191-17-067141

Okta, Inc. · OKTA

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

Reporting owner

Jonathan T Runyan

Officer — General Counsel and Secretary

Period of report

Dec 20, 2017

Accepted (ET)

Dec 22, 2017 · 6:59 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^F2	Dec 20, 2017	C	53,163	$0.00	A	54,413	D
Class A Common Stock^F4,F2	Dec 20, 2017	S	9,375	$25.2178	D	45,038	D
Class A Common Stock	Dec 21, 2017	G	45,038	$0.00	D	0	D
Class A Common Stock^F2	Dec 21, 2017	G	45,038	$0.00	A	45,038	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
Employee Stock Option (Right to Buy)^F5	$3.11	Dec 20, 2017	M	41,563	D	—	Jan 21, 2025	Class B Common Stock	41,563	121,876	D
Employee Stock Option (Right to Buy)^F6	$8.62	Dec 20, 2017	M	11,600	D	—	Feb 24, 2026	Class B Common Stock	11,600	54,167	D
Class B Common Stock^F1	—	Dec 20, 2017	M	53,163	A	—	—	Class A Common Stock	53,163	53,163	D
Class B Common Stock^F1	—	Dec 20, 2017	C	53,163	D	—	—	Class A Common Stock	53,163	0	D
Employee Stock Option (Right to Buy)^F7	$7.17	holding	—	—	—	—	Aug 27, 2025	Class B Common Stock	20,834	20,834	D
Employee Stock Option (Right to Buy)^F8	$8.97	holding	—	—	—	—	Jul 29, 2026	Class B Common Stock	200,000	200,000	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.
F2Includes 1,250 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan on December 20, 2017.
F3This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.37 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 January 20, 2016 and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.
F6The shares subject to the option shall vest in 48 equal monthly installments beginning on February 1, 2016, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.
F7The shares subject to the option shall vest in 48 equal monthly installments beginning 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.
F820% 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 continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.