SEC Form 4 · accession 0001209191-18-063518

Okta, Inc. · OKTA

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

Reporting owner

Jacques Frederic Kerrest

Officer — Chief Operating Officer · Director

Period of report

Dec 17, 2018

Accepted (ET)

Dec 19, 2018 · 5:02 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	Dec 17, 2018	C	9,934	$0.00	A	9,934	I	By Trust
Class A Common Stock^F2	Dec 18, 2018	G	9,934	$0.00	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	—	Dec 17, 2018	C	9,934	D	—	—	Class A Common Stock	9,934	2,260,602	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	54,117	54,117	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	192,269	192,269	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	178,022	178,022	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	11,427	11,427	I
Employee Stock Option (Right to Buy)^F3	$1.40	holding	—	—	—	—	Aug 29, 2023	Class B Common Stock	75,000	75,000	D
Employee Stock Option (Right to Buy)^F4	$3.11	holding	—	—	—	—	Aug 26, 2024	Class B Common Stock	75,000	75,000	D
Employee Stock Option (Right to Buy)^F5	$7.17	holding	—	—	—	—	Aug 27, 2025	Class B Common Stock	250,000	250,000	I
Employee Stock Option (Right to Buy)^F6	$8.97	holding	—	—	—	—	Jul 29, 2026	Class B Common Stock	1,000,000	1,000,000	D
Employee Stock Option (Right to Buy)^F7	$39.21	holding	—	—	—	—	Mar 21, 2028	Class A Common Stock	114,000	114,000	D
Restricted Stock Units^F8,F9	—	holding	—	—	—	—	—	Class A Common Stock	49,400	49,400	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.
F2The transaction reported involved a gift by the Reporting Person of 9,934 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Family Foundation, a donor advised fund.
F3The shares subject to the option are fully vested and exercisable by the Reporting Person.
F4The shares subject to the option are fully vested and exercisable by the Reporting Person.
F525% of the shares subject to the option vested on August 1, 2016, 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.
F620% 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.
F725% 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 through each vesting date.
F8Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.
F925% 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.