0001209191-23-059207.txt : 20231219 0001209191-23-059207.hdr.sgml : 20231219 20231219170559 ACCESSION NUMBER: 0001209191-23-059207 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231215 FILED AS OF DATE: 20231219 DATE AS OF CHANGE: 20231219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kerrest Jacques Frederic CENTRAL INDEX KEY: 0001700842 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38044 FILM NUMBER: 231498305 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] ORGANIZATION NAME: 06 Technology 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 X0508 4 2023-12-15 0 0001660134 Okta, Inc. OKTA 0001700842 Kerrest Jacques Frederic C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO CA 94105 1 0 0 0 0 Class A Common Stock 2023-12-15 4 M 0 2058 0.00 A 2659 D Class A Common Stock 2023-12-18 4 S 0 754 83.3306 D 1905 D Class A Common Stock 2023-12-15 4 M 0 1849 0.00 A 3754 D Class A Common Stock 2023-12-18 4 S 0 626 83.3306 D 3128 D Class A Common Stock 2023-12-15 4 M 0 843 0.00 A 3971 D Class A Common Stock 2023-12-18 4 S 0 282 83.3306 D 3689 D Class A Common Stock 2023-12-19 4 G 0 8800 0.00 D 0 I By Trust Restricted Stock Units 2023-12-15 4 M 0 2058 0.00 D Class A Common Stock 2058 2058 D Restricted Stock Units 2023-12-15 4 M 0 1849 0.00 D Class A Common Stock 1849 9249 D Restricted Stock Units 2023-12-15 4 M 0 843 0.00 D Class A Common Stock 843 7582 D Class B Common Stock Class A Common Stock 1153387 1153387 I By Trust Class B Common Stock Class A Common Stock 115376 115376 I By Trust Class B Common Stock Class A Common Stock 257668 257668 I By Trust Employee Stock Option (Right to Buy) 3.11 2024-08-26 Class B Common Stock 12707 12707 D Employee Stock Option (Right to Buy) 7.17 2025-08-27 Class B Common Stock 235953 235953 D Employee Stock Option (Right to Buy) 8.97 2026-07-29 Class B Common Stock 988852 988852 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 41673 41673 D Employee Stock Option (Right to Buy) 274.96 2031-04-21 Class A Common Stock 13263 13263 D Employee Stock Option (Right to Buy) 274.96 2031-04-21 Class A Common Stock 26527 26527 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 $82.55 to $84.12, 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 with regard to the block trade. The transaction reported involved a gift by the Trust of 8,800 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Family Foundation, a donor advised fund. 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, 2020, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date. As previously disclosed in the Issuer's Form 8-Ks filed with the Securities and Exchange Commission on August 31, 2022 and August 30, 2023, the Reporting Person was on sabbatical from November 1, 2022 through October 31, 2023, during which time the vesting of the Reporting Person's equity awards, including the stock options and RSUs reported in this Form 4, were tolled; however, such equity awards remained outstanding in accordance with their terms. Following the conclusion of the Reporting Person's sabbatical, the Reporting Person did not return as an employee, but continues to serve as a member of the Company's board of directors as Vice Chairman. In connection with the foregoing, the Reporting Person agreed to forfeit 76,549 stock options that are out of the money, and his remaining RSUs and stock options continue to vest in accordance with their original terms. 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 service with the Issuer on each such date. 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 service 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. 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 service with the Issuer through each vesting date. /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 2023-12-19