0001209191-21-021416.txt : 20210317 0001209191-21-021416.hdr.sgml : 20210317 20210317170601 ACCESSION NUMBER: 0001209191-21-021416 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210315 FILED AS OF DATE: 20210317 DATE AS OF CHANGE: 20210317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kerrest Jacques Frederic CENTRAL INDEX KEY: 0001700842 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38044 FILM NUMBER: 21751398 MAIL ADDRESS: STREET 1: C/O OKTA, INC. STREET 2: 301 BRANNAN STREET 1ST FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Okta, Inc. CENTRAL INDEX KEY: 0001660134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 264175727 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 100 FIRST STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 888-722-7871 MAIL ADDRESS: STREET 1: 100 FIRST STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-03-15 0 0001660134 Okta, Inc. OKTA 0001700842 Kerrest Jacques Frederic C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO CA 94105 1 1 0 0 See Remarks Class A Common Stock 2021-03-15 4 M 0 3088 0.00 A 16575 D Class A Common Stock 2021-03-16 4 S 0 1107 228.8101 D 15468 D Class A Common Stock 2021-03-15 4 M 0 2058 0.00 A 17526 D Class A Common Stock 2021-03-16 4 S 0 839 228.8101 D 16687 D Class A Common Stock 2021-03-15 4 M 0 7399 0.00 A 24086 D Class A Common Stock 2021-03-16 4 S 0 3715 228.8101 D 20371 D Class A Common Stock 2021-03-15 4 M 0 253 0.00 A 20624 D Class A Common Stock 2021-03-16 4 S 0 128 228.8101 D 20496 D Class A Common Stock 2021-03-15 4 M 0 969 0.00 A 21465 D Class A Common Stock 2021-03-16 4 S 0 487 228.8101 D 20978 D Restricted Stock Units 2021-03-15 4 M 0 3088 0.00 D Class A Common Stock 3088 12350 D Restricted Stock Units 2021-03-15 4 M 0 2058 0.00 D Class A Common Stock 2058 16463 D Restricted Stock Units 2021-03-15 4 M 0 253 0.00 D Class A Common Stock 253 0 D Restricted Stock Units 2021-03-15 4 M 0 7399 0.00 D Class A Common Stock 7399 22196 D Restricted Stock Units 2021-03-15 4 A 0 969 0.00 A Class A Common Stock 969 969 D Restricted Stock Units 2021-03-15 4 M 0 969 0.00 D Class A Common Stock 969 0 D Class B Common Stock Class A Common Stock 267702 267702 I By Trust Class B Common Stock Class A Common Stock 1358901 1358901 I By Trust Employee Stock Option (Right to Buy) 1.40 2023-08-29 Class B Common Stock 3572 3572 D Employee Stock Option (Right to Buy) 3.11 2024-08-26 Class B Common Stock 42812 42812 D Employee Stock Option (Right to Buy) 7.17 2025-08-27 Class B Common Stock 236053 236053 D Employee Stock Option (Right to Buy) 8.97 2026-07-29 Class B Common Stock 990525 990525 D Employee Stock Option (Right to Buy) 39.21 2028-03-21 Class A Common Stock 114000 114000 D Employee Stock Option (Right to Buy) 82.16 2029-03-24 Class A Common Stock 71547 71547 D Employee Stock Option (Right to Buy) 142.47 2030-04-14 Class A Common Stock 62511 62511 D Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The price reported in Column 4 is a weighted average price calculated by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $222.156 to $232.70, 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 (2) with regard to the block trade. 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. 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 vested on December 15, 2020, and the remaining 11% of the shares underlying the RSU vested on March 15, 2021, 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, 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. 100% of the shares underlying the RSU vested on March 15, 2021. 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. The shares subject to the option are fully vested and exercisable by the Reporting Person. 20% 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. 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 through each vesting 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 through each vesting date. 25% of the shares subject to the option vested 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 through each vesting date. Executive Vice Chairperson of the Board and Chief Operating Officer /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 2021-03-17