SEC Form 4 · accession 0001209191-18-016920
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd McKinnon
Officer — Chief Executive Officer · Director
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 7:01 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 StockF1 | Mar 1, 2018 | C | 75,000 | $0.00 | A | 75,000 | I | By Trust |
| Class A Common StockF3 | Mar 1, 2018 | S | 45,644 | $36.1712 | D | 29,356 | I | By Trust |
| Class A Common StockF4 | Mar 1, 2018 | S | 26,756 | $36.9185 | D | 2,600 | I | By Trust |
| Class A Common StockF5 | Mar 1, 2018 | S | 1,400 | $37.9218 | D | 1,200 | I | By Trust |
| Class A Common Stock | Mar 1, 2018 | S | 1,200 | $38.65 | 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 StockF1 | — | Mar 1, 2018 | C | 75,000 | D | — | — | Class A Common Stock | 75,000 | 5,410,847 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 130,674 | 130,674 | I |
| Employee Stock Option (Right to Buy)F6 | $1.40 | holding | — | — | — | — | Aug 29, 2023 | Class B Common Stock | 112,500 | 112,500 | D |
| Employee Stock Option (Right to Buy)F7 | $7.17 | holding | — | — | — | — | Aug 27, 2025 | Class B Common Stock | 500,000 | 500,000 | D |
| Employee Stock Option (Right to Buy)F8 | $8.97 | holding | — | — | — | — | Jul 29, 2026 | Class B Common Stock | 2,000,000 | 2,000,000 | 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 $35.50 to $36.49 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 $36.50 to $37.42 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.
- F5The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.54 to $38.04 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.
- F625% 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.
- F7The 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.
- 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 continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.