SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
McKinnon Todd

(Last) (First) (Middle)
100 FIRST ST, SUITE 600

(Street)
SAN FRANCISCO CA 94105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/19/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 07/19/2024 C(1) 179,687 A $0 227,570 D
Class A Common Stock 07/19/2024 S(2) 130,896 D $93.2623(3) 96,674 D
Class A Common Stock 07/19/2024 S(2) 48,618 D $93.8498(4) 48,056 D
Class A Common Stock 07/19/2024 S(2) 173 D $94.73 47,883 D
Class A Common Stock 07/22/2024 C(1) 44,846 A $0 92,729 D
Class A Common Stock 07/22/2024 S(2) 64,199 D $94.7308(5) 28,530 D
Class A Common Stock 07/22/2024 S(2) 24,203 D $95.1152(6) 4,327 D
Class A Common Stock 07/22/2024 S(2) 4,327 D $96.5536(7) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $7.17 07/19/2024 M 101,471 (8) 08/27/2025 Class B Common Stock 101,471 $0 79,582 D
Employee Stock Option (Right to Buy) $8.97 07/19/2024 M 216,216 (8) 07/29/2026 Class B Common Stock 216,216 $0 1,578,587 D
Class B Common Stock (1) 07/19/2024 M 317,687 (1) (1) Class A Common Stock 317,687 $0 317,687 D
Class B Common Stock (1) 07/19/2024 C(1) 179,687 (1) (1) Class A Common Stock 179,687 $0 138,000 D
Class B Common Stock (1) 07/19/2024 G 138,000 (1) (1) Class A Common Stock 138,000 $0 0 D
Class B Common Stock (1) 07/19/2024 G 138,000 (1) (1) Class A Common Stock 138,000 $0 5,668,696 I By Trust
Employee Stock Option (Right to Buy) $8.97 07/22/2024 M 78,846 (8) 07/29/2026 Class B Common Stock 78,846 $0 1,499,741 D
Class B Common Stock (1) 07/22/2024 M 78,846 (1) (1) Class A Common Stock 78,846 $0 78,846 D
Class B Common Stock (1) 07/22/2024 C(1) 44,846 (1) (1) Class A Common Stock 44,846 $0 34,000 D
Class B Common Stock (1) 07/22/2024 G 34,000 (1) (1) Class A Common Stock 34,000 $0 0 D
Class B Common Stock (1) 07/22/2024 G 34,000 (1) (1) Class A Common Stock 34,000 $0 5,702,696 I By Trust
Class B Common Stock (1) (1) (1) Class A Common Stock 128,247 128,247 I By Trust
Employee Stock Option (Right to Buy) $39.21 (8) 03/21/2028 Class A Common Stock 5,438 5,438 D
Employee Stock Option (Right to Buy) $82.16 (8) 03/24/2029 Class A Common Stock 32,251 32,251 D
Employee Stock Option (Right to Buy) $142.47 (8) 04/14/2030 Class A Common Stock 48,372 48,372 D
Employee Stock Option (Right to Buy) $274.96 (9) 04/21/2031 Class A Common Stock 63,667 63,667 D
Employee Stock Option (Right to Buy) $274.96 (9) 04/21/2031 Class A Common Stock 127,334 127,334 D
Restricted Stock Units (10) (11) (11) Class A Common Stock 5,055 5,055 D
Restricted Stock Units (10) (12) (12) Class A Common Stock 73,537 73,537 D
Restricted Stock Units (10) (13) (13) Class A Common Stock 55,388 55,388 D
Explanation of Responses:
1. 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.
2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2024.
3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.6717 to $93.6706 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC") , upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.6737 to $94.66 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.00 to $94.99 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.00 to $95.99 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.24 to $96.93 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. The shares subject to the option are fully vested and exercisable by the Reporting Person.
9. 25% of the shares subject to the option vested on February 1, 2022, 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.
10. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
11. 25% of the shares underlying the RSU vested on March 15, 2022, 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.
12. 8.33% of the shares underlying the RSU vested on June 15, 2023, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
13. 8.33% of the shares underlying the RSU vested on June 15, 2024, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
Remarks:
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 07/23/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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