SEC Form 4 · accession 0001209191-18-048428
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
Aug 22, 2018
Accepted (ET)
Aug 24, 2018 · 6:29 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 22, 2018 | C | 2,500 | $0.00 | A | 2,500 | D | |
| Class A Common StockF3 | Aug 22, 2018 | S | 1,044 | $56.6348 | D | 1,456 | D | |
| Class A Common StockF4 | Aug 22, 2018 | S | 1,456 | $57.3617 | D | 0 | D | |
| Class A Common Stock | Aug 24, 2018 | C | 2,500 | $0.00 | A | 2,500 | D | |
| Class A Common Stock | Aug 24, 2018 | S | 2,500 | $60.00 | D | 0 | D | |
| Class A Common Stock | holding | — | — | — | 46,288 | 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 | Aug 22, 2018 | M | 2,500 | D | — | Jan 21, 2025 | Class B Common Stock | 2,500 | 77,501 | D |
| Class B Common StockF1 | — | Aug 22, 2018 | M | 2,500 | A | — | — | Class A Common Stock | 2,500 | 2,500 | D |
| Class B Common StockF1 | — | Aug 22, 2018 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $3.11 | Aug 24, 2018 | M | 2,500 | D | — | Jan 21, 2015 | Class B Common Stock | 2,500 | 75,001 | D |
| Class B Common StockF1 | — | Aug 24, 2018 | M | 2,500 | A | — | — | Class A Common Stock | 2,500 | 2,500 | D |
| Class B Common StockF1 | — | Aug 24, 2018 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 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 |
| Employee Stock Option (Right to Buy)F9 | $39.21 | holding | — | — | — | — | Mar 21, 2028 | Class A Common Stock | 52,000 | 52,000 | D |
| Restricted Stock UnitsF10,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 22,500 | 22,500 | 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.
- F10Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.
- F1125% 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 $56.11 to $57.06 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 $57.17 to $57.52 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 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 continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.
- F925% 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.