X0306 4 2018-07-31 0 0001660134 Okta, Inc. OKTA 0001700628 Runyan Jonathan T C/O OKTA, INC. 301 BRANNAN STREET SAN FRANCISCO CA 94107 0 1 0 0 General Counsel and Secretary Class A Common Stock 2018-07-31 4 C 0 2500 0.00 A 2500 D Class A Common Stock 2018-07-31 4 S 0 1044 49.6134 D 1456 D Class A Common Stock 2018-07-31 4 S 0 1141 50.3797 D 315 D Class A Common Stock 2018-07-31 4 S 0 315 51.5514 D 0 D Class A Common Stock 46288 I By Trust Employee Stock Option (Right to Buy) 3.11 2018-07-31 4 M 0 2500 0.00 D 2025-01-21 Class B Common Stock 2500 82501 D Class B Common Stock 2018-07-31 4 M 0 2500 0.00 A Class A Common Stock 2500 2500 D Class B Common Stock 2018-07-31 4 C 0 2500 0.00 D Class A Common Stock 2500 0 D Employee Stock Option (Right to Buy) 7.17 2025-08-27 Class B Common Stock 19792 19792 D Employee Stock Option (Right to Buy) 8.62 2026-02-24 Class B Common Stock 52084 52084 D Employee Stock Option (Right to Buy) 8.97 2026-07-29 Class B Common Stock 200000 200000 D Employee Stock Option (Right to Buy) 39.21 2028-03-21 Class A Common Stock 52000 52000 D Restricted Stock Units Class A Common Stock 22500 22500 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.05 to $50.04 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.06 to 50.74 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.26 to $51.76 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. 25% of the shares subject to the option vested on January 20, 2016 and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person. The shares subject to the option shall vest in 48 equal monthly installments beginning 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. The shares subject to the option shall vest in 48 equal monthly installments beginning on February 1, 2016, 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 continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person. 25% of the shares subject to the option shall vest 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. Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock. 25% 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. /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 2018-08-02