SEC Form 4 · accession 0001209191-18-046849

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

Aug 13, 2018

Accepted (ET)

Aug 15, 2018 · 5:05 pm EDT

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	Aug 13, 2018	C	176,607	$0.00	A	176,607	I	By Trust
Class A Common Stock^F3	Aug 13, 2018	S	101,807	$54.76	D	74,800	I	By Trust
Class A Common Stock^F4	Aug 13, 2018	S	74,800	$55.9107	D	0	I	By Trust
Class A Common Stock	Aug 14, 2018	C	48,393	$0.00	A	48,393	I	By Trust
Class A Common Stock^F5	Aug 14, 2018	S	9,562	$54.3174	D	38,831	I	By Trust
Class A Common Stock^F6	Aug 14, 2018	S	38,725	$55.3434	D	106	I	By Trust
Class A Common Stock^F7	Aug 14, 2018	S	106	$55.7247	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	—	Aug 13, 2018	C	176,607	D	—	—	Class A Common Stock	176,607	5,235,799	I
Class B Common Stock^F1	—	Aug 14, 2018	C	48,393	D	—	—	Class A Common Stock	48,393	5,187,406	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	129,115	129,115	I
Employee Stock Option (Right to Buy)^F8	$1.40	holding	—	—	—	—	Aug 29, 2023	Class B Common Stock	112,500	112,500	D
Employee Stock Option (Right to Buy)^F9	$7.17	holding	—	—	—	—	Aug 27, 2025	Class B Common Stock	500,000	500,000	D
Employee Stock Option (Right to Buy)^F10	$8.97	holding	—	—	—	—	Jul 29, 2026	Class B Common Stock	2,000,000	2,000,000	D
Employee Stock Option (Right to Buy)^F11	$39.21	holding	—	—	—	—	Mar 21, 2028	Class A Common Stock	130,500	130,500	D
Restricted Stock Units^F12,F13	—	holding	—	—	—	—	—	Class A Common Stock	56,500	56,500	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.
F1020% of the shares subject to the option vested on July 29, 2017, 20% of the shares subject to the option vested 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.
F1125% of the shares subject to the option shall vest on February 1, 2019, 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.
F12Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.
F1325% of the shares underlying the RSU shall vest on March 15, 2019, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such 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 $54.36 to $55.35 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.36 to $56.32 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.70 to $54.69 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.
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.72 to $55.71 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.
F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.72 to $55.73 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.
F8The shares subject to the option are fully vested and exercisable by the Reporting Person.
F9The 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.