SEC Form 4 · accession 0001209191-19-009714
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles Race
Officer — See Remarks
Period of report
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 5:05 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 StockF2 | Feb 11, 2019 | C | 30,000 | $0.00 | A | 32,536 | D | |
| Class A Common StockF4 | Feb 11, 2019 | S | 4,100 | $82.5161 | D | 28,436 | D | |
| Class A Common StockF5 | Feb 11, 2019 | S | 8,827 | $83.4973 | D | 19,609 | D | |
| Class A Common StockF6 | Feb 11, 2019 | S | 17,073 | $84.1903 | D | 2,536 | D |
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)F7 | $8.97 | Feb 11, 2019 | M | 30,000 | D | — | Oct 23, 2026 | Class B Common Stock | 30,000 | 1,170,000 | D |
| Class B Common StockF1 | — | Feb 11, 2019 | M | 30,000 | A | — | — | Class A Common Stock | 30,000 | 30,000 | D |
| Class B Common StockF1 | — | Feb 11, 2019 | C | 30,000 | D | — | — | Class A Common Stock | 30,000 | 0 | D |
| Employee Stock Option (Right to Buy)F8 | $39.21 | holding | — | — | — | — | Mar 21, 2028 | Class A Common Stock | 58,500 | 58,500 | D |
| Restricted Stock UnitsF9,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 25,300 | 25,300 | 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.
- F1025% 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.
- F2Includes 2,536 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F4The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.96 to $82.93 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 $82.97 to $83.96 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.97 to $84.58 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.
- F725% of the shares subject to the option vested on October 20, 2017 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. The option is early exercisable by the Reporting Person.
- F825% of the shares subject to the option vested 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.
- F9Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.
Remarks
President, Worldwide Field Operations