Sec Form 4 Filing - Schwartz Larissa @ Okta, Inc. - 2023-06-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Schwartz Larissa 2. Issuer Name and Ticker or Trading Symbol Okta, Inc. [ OKTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 100 FIRST STREET, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2023 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/15/2023 M 263 A $ 0 20,615 ( 1 ) D Class A Common Stock 06/16/2023 S( 2 ) 93 D $ 75.5996 ( 3 ) 20,522 D Class A Common Stock 06/15/2023 M 178 A $ 0 20,700 D Class A Common Stock 06/16/2023 S( 2 ) 63 D $ 75.5996 ( 3 ) 20,637 D Class A Common Stock 06/15/2023 M 104 A $ 0 20,741 D Class A Common Stock 06/16/2023 S( 2 ) 37 D $ 75.5996 ( 3 ) 20,704 D Class A Common Stock 06/15/2023 M 168 A $ 0 20,872 D Class A Common Stock 06/16/2023 S( 2 ) 59 D $ 75.5996 ( 3 ) 20,813 D Class A Common Stock 06/15/2023 M 316 A $ 0 21,129 D Class A Common Stock 06/16/2023 S( 2 ) 111 D $ 75.5996 ( 3 ) 21,018 D Class A Common Stock 06/15/2023 M 108 A $ 0 21,126 D Class A Common Stock 06/16/2023 S( 2 ) 38 D $ 75.5996 ( 3 ) 21,088 D Class A Common Stock 06/15/2023 M 4,445 A $ 0 25,533 D Class A Common Stock 06/16/2023 S( 2 ) 1,557 D $ 75.5996 ( 3 ) 23,976 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 4 ) 06/15/2023 M 263 ( 5 ) ( 5 ) Class A Common Stock 263 $ 0 0 D Restricted Stock Units ( 4 ) 06/15/2023 M 178 ( 6 ) ( 6 ) Class A Common Stock 178 $ 0 710 D Restricted Stock Units ( 4 ) 06/15/2023 M 104 ( 7 ) ( 7 ) Class A Common Stock 104 $ 0 623 D Restricted Stock Units ( 4 ) 06/15/2023 M 168 ( 8 ) ( 8 ) Class A Common Stock 168 $ 0 1,180 D Restricted Stock Units ( 4 ) 06/15/2023 M 316 ( 9 ) ( 9 ) Class A Common Stock 316 $ 0 3,160 D Restricted Stock Units ( 4 ) 06/15/2023 M 108 ( 10 ) ( 10 ) Class A Common Stock 108 $ 0 1,190 D Restricted Stock Units ( 4 ) 06/15/2023 M 4,445 ( 11 ) ( 11 ) Class A Common Stock 4,445 $ 0 48,899 D Employee Stock Option (Right to Buy) $ 8.62 ( 12 ) 12/16/2025 Class B Common Stock 14,167 14,167 D Employee Stock Option (Right to Buy) $ 8.73 ( 12 ) 06/01/2026 Class B Common Stock 9,000 9,000 D Employee Stock Option (Right to Buy) $ 11.36 ( 12 ) 03/05/2027 Class B Common Stock 5,000 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schwartz Larissa 100 FIRST STREET, SUITE 600 SAN FRANCISCO, CA94105 See Remarks Signatures /s/ Alan Smith, attorney-in-fact of the Reporting Person 06/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Based on an internal audit, the Issuer determined that due to an administrative error, the Reporting Person's Form 3 filed on March 13, 2023 and subsequent Forms 4 inadvertently overstated the Reporting Person's Class A common stock by 327 shares. This has been corrected this Form 4. ( 2 )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. ( 3 )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 $74.75 to $76.97, 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. ( 4 )Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. ( 5 )The shares underlying the RSU fully vested on June 15, 2023. ( 6 )6.25% of the shares underlying the RSU vested on September 15, 2020, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 7 )6.25% of the shares underlying the RSU vested on March 15, 2021, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 8 )6.25% of the shares underlying the RSU vested on June 15, 2021, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 9 )6.25% of the shares underlying the RSU vested on March 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 10 )6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 11 )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. ( 12 )The shares subject to the option are fully vested and exercisable by the Reporting Person.

Remarks: Chief Legal Officer and Secretary

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).

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