SEC Form 4 · accession 0001209191-19-005192
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
Jan 22, 2019
Accepted (ET)
Jan 24, 2019 · 5:01 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 Stock | Jan 22, 2019 | C | 150,425 | $0.00 | A | 150,425 | I | By Trust |
| Class A Common StockF3 | Jan 22, 2019 | S | 17,903 | $75.70 | D | 132,522 | I | By Trust |
| Class A Common StockF4 | Jan 22, 2019 | S | 78,433 | $76.75 | D | 54,089 | I | By Trust |
| Class A Common StockF5 | Jan 22, 2019 | S | 54,089 | $77.30 | D | 0 | I | By Trust |
| Class A Common Stock | Jan 22, 2019 | C | 12,674 | $0.00 | A | 12,674 | I | By Trust |
| Class A Common StockF6 | Jan 22, 2019 | S | 1,800 | $75.77 | D | 10,874 | I | By Trust |
| Class A Common StockF7 | Jan 22, 2019 | S | 6,274 | $76.75 | D | 4,600 | I | By Trust |
| Class A Common StockF5 | Jan 22, 2019 | S | 4,600 | $77.30 | D | 0 | I | By Trust |
| Class A Common Stock | Jan 22, 2019 | C | 3,567 | $0.00 | A | 3,567 | I | By Trust |
| Class A Common StockF8 | Jan 22, 2019 | S | 700 | $75.81 | D | 2,867 | I | By Trust |
| Class A Common StockF9 | Jan 22, 2019 | S | 2,667 | $76.99 | D | 200 | I | By Trust |
| Class A Common StockF10 | Jan 22, 2019 | S | 200 | $77.63 | 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 | — | Jan 22, 2019 | C | 150,425 | D | — | — | Class A Common Stock | 150,425 | 2,110,177 | I |
| Class B Common StockF1 | — | Jan 22, 2019 | C | 12,674 | D | — | — | Class A Common Stock | 12,674 | 179,595 | I |
| Class B Common StockF1 | — | Jan 22, 2019 | C | 3,567 | D | — | — | Class A Common Stock | 3,567 | 50,550 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 178,022 | 178,022 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 11,427 | 11,427 | I |
| Employee Stock Option (Right to Buy)F11 | $1.40 | holding | — | — | — | — | Aug 29, 2023 | Class B Common Stock | 75,000 | 75,000 | D |
| Employee Stock Option (Right to Buy)F12 | $3.11 | holding | — | — | — | — | Aug 26, 2024 | Class B Common Stock | 75,000 | 75,000 | D |
| Employee Stock Option (Right to Buy)F13 | $7.17 | holding | — | — | — | — | Aug 27, 2025 | Class B Common Stock | 250,000 | 250,000 | D |
| Employee Stock Option (Right to Buy)F14 | $8.97 | holding | — | — | — | — | Jul 29, 2026 | Class B Common Stock | 1,000,000 | 1,000,000 | D |
| Employee Stock Option (Right to Buy)F15 | $39.21 | holding | — | — | — | — | Mar 21, 2028 | Class A Common Stock | 114,000 | 114,000 | D |
| Restricted Stock UnitsF16,F17 | — | 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.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.55 to $77.70 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.
- F11The shares subject to the option are fully vested and exercisable by the Reporting Person.
- F12The shares subject to the option are fully vested and exercisable by the Reporting Person.
- F1325% 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.
- F1420% 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.
- F1525% 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.
- F16Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.
- F1725% 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 $75.10 to $76.095 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 $76.10 to $77.095 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 $77.10 to $77.78 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 $75.10 to $76.09 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 $76.12 to $77.08 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.21 to $76.09 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.48 to $77.42 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.