X0306
4
2019-03-15
0
0001660134
Okta, Inc.
OKTA
0001700626
McKinnon Todd
C/O OKTA, INC.
100 FIRST ST, SUITE 600
SAN FRANCISCO
CA
94105
1
1
0
0
Chief Executive Officer
Class A Common Stock
2019-03-15
4
M
0
14125
0.00
A
14125
D
Class A Common Stock
2019-03-18
4
S
0
5223
82.3127
D
8902
D
Restricted Stock Units
2019-03-15
4
M
0
14125
0.00
A
Class A Common Stock
14125
42375
D
Class B Common Stock
Class A Common Stock
5183906
5183906
I
By Trust
Class B Common Stock
Class A Common Stock
129115
129115
I
By Trust
Employee Stock Option (Right to Buy)
1.40
2023-08-29
Class B Common Stock
112500
112500
D
Employee Stock Option (Right to Buy)
7.17
2025-08-27
Class B Common Stock
500000
500000
D
Employee Stock Option (Right to Buy)
8.97
2026-07-29
Class B Common Stock
2000000
2000000
D
Employee Stock Option (Right to Buy)
39.21
2028-03-21
Class A Common Stock
130500
130500
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 $80.88 to $84.07, 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 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.
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.
The shares subject to the option shall vest in 48 equal monthly installments commencing on August 1, 2015, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The option is early 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 on each such date.
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
2019-03-19