SEC Form 4 · accession 0001209191-18-013182

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

Feb 21, 2018

Accepted (ET)

Feb 23, 2018 · 7:59 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	Feb 21, 2018	C	5,000	$0.00	A	5,000	D
Class A Common Stock^F3	Feb 21, 2018	S	4,800	$35.6504	D	200	D
Class A Common Stock^F4	Feb 21, 2018	S	200	$36.225	D	0	D
Class A Common Stock	holding	—	—		—	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	Feb 21, 2018	M	5,000	D	—	Jan 21, 2025	Class B Common Stock	5,000	107,501	D
Class B Common Stock^F1	—	Feb 21, 2018	M	5,000	A	—	—	Class A Common Stock	5,000	5,000	D
Class B Common Stock^F1	—	Feb 21, 2018	C	5,000	D	—	—	Class A Common Stock	5,000	0	D
Employee Stock Option (Right to Buy)^F6	$7.17	holding	—	—	—	—	Aug 27, 2025	Class B Common Stock	19,792	19,792	D
Employee Stock Option (Right to Buy)^F7	$8.62	holding	—	—	—	—	Feb 24, 2026	Class B Common Stock	52,084	52,084	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.
F2This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.17 to $35.89 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.19 to $36.26 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 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.
F7The 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.
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.