X0306 4 2020-11-10 0 0001660134 Okta, Inc. OKTA 0001615160 Race Charles C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO CA 94105 0 1 0 0 See Remarks Class A Common Stock 2020-11-10 4 C 0 50000 0.00 A 68638 D Class A Common Stock 2020-11-10 4 S 0 1300 204.2377 D 67338 D Class A Common Stock 2020-11-10 4 S 0 3300 205.2294 D 64038 D Class A Common Stock 2020-11-10 4 S 0 1600 205.9441 D 62438 D Class A Common Stock 2020-11-10 4 S 0 3000 207.2668 D 59438 D Class A Common Stock 2020-11-10 4 S 0 2800 208.1787 D 56638 D Class A Common Stock 2020-11-10 4 S 0 4050 209.2514 D 52588 D Class A Common Stock 2020-11-10 4 S 0 5143 210.3148 D 47445 D Class A Common Stock 2020-11-10 4 S 0 4400 211.3265 D 43045 D Class A Common Stock 2020-11-10 4 S 0 14283 212.0323 D 28762 D Class A Common Stock 2020-11-10 4 S 0 800 213.3506 D 27962 D Class A Common Stock 2020-11-10 4 S 0 1818 214.9951 D 26144 D Class A Common Stock 2020-11-10 4 S 0 1054 215.7714 D 25090 D Class A Common Stock 2020-11-10 4 S 0 2998 217.5165 D 22092 D Class A Common Stock 2020-11-10 4 S 0 3454 218.5835 D 18638 D Employee Stock Option (Right to Buy) 8.97 2020-11-10 4 M 0 50000 0.00 D 2026-10-23 Class B Common Stock 50000 250000 D Class B Common Stock 2020-11-10 4 M 0 50000 0.00 A Class A Common Stock 50000 50000 D Class B Common Stock 2020-11-10 4 C 0 50000 0.00 D Class A Common Stock 50000 0 D Employee Stock Option (Right to Buy) 39.21 2028-03-21 Class A Common Stock 58500 58500 D Employee Stock Option (Right to Buy) 82.16 2029-03-24 Class A Common Stock 39024 39024 D Employee Stock Option (Right to Buy) 142.47 2030-04-14 Class A Common Stock 26790 26790 D Restricted Stock Units Class A Common Stock 9488 9488 D Restricted Stock Units Class A Common Stock 11225 11225 D Restricted Stock Units Class A Common Stock 12683 12683 D Restricted Stock Units Class A Common Stock 1099 1099 D Each 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. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.69 to $204.64 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.74 to $205.70 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.76 to $206.715 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.79 to $207.77 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.85 to $208.78 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.8501 to $209.85 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.88 to $210.835 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.90 to $211.85 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.90 to $212.82 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.00 to $213.745 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.54 to $215.14 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.58 to $216.165 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.14 to $218.11 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. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.15 to $218.80 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. The shares subject to the option are fully vested and exercisable by the Reporting Person. 25% 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. 25% of the shares subject to the option vested on February 1, 2020, 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. 25% of the shares subject to the option shall vest on February 1, 2021, 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. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. 25% of the shares underlying the RSU vested 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. 25% of the shares underlying the RSU vested on March 15, 2020, 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. 25% of the shares underlying the RSU shall vest on March 15, 2021, 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. 17% of the shares underlying the RSU vested on June 15, 2020, 33% of the shares underlying the RSU vested on September 15, 2020, 39% of the shares underlying the RSU shall vest on December 15, 2020, and the remaining 11% of the shares underlying the RSU shall vest on March 15, 2021, subject to the Reporting Person's continuous employment with the Issuer on each such date. President, Worldwide Field Operations /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 2020-11-12