Sec Form 4 Filing - Kerrest Jacques Frederic @ Okta, Inc. - 2019-06-10

Insider filing report for Changes in Beneficial Ownership
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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
Kerrest Jacques Frederic
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)
See Remarks
(Last) (First) (Middle)
C/O OKTA, INC., 100 FIRST ST, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2019
(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 06/10/2019 C( 1 ) 1,784 A $ 0 9,760 I By Trust
Class A Common Stock 06/10/2019 S( 2 ) 513 D $ 130.1171 ( 3 ) 9,247 I By Trust
Class A Common Stock 06/10/2019 S( 2 ) 500 D $ 131.286 ( 4 ) 8,747 I By Trust
Class A Common Stock 06/10/2019 S( 2 ) 571 D $ 132.355 ( 5 ) 8,176 I By Trust
Class A Common Stock 06/10/2019 S( 2 ) 200 D $ 133.31 ( 6 ) 7,976 I By Trust
Class A Common Stock 1,664 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
Class B Common Stock ( 1 ) 06/10/2019 C( 1 ) 1,784 ( 1 ) ( 1 ) Class A Common Stock 1,784 $ 0 43,414 I By Trust
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,809,329 1,809,329 I By Trust
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 154,247 154,247 I By Trust
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 178,022 178,022 I By Trust
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 11,427 11,427 I By Trust
Employee Stock Option (Right to Buy) $ 1.4 ( 7 ) 08/29/2023 Class B Common Stock 75,000 75,000 D
Employee Stock Option (Right to Buy) $ 3.11 ( 7 ) 08/26/2024 Class B Common Stock 75,000 75,000 D
Employee Stock Option (Right to Buy) $ 7.17 ( 8 ) 08/27/2025 Class B Common Stock 250,000 250,000 D
Employee Stock Option (Right to Buy) $ 8.97 ( 9 ) 07/29/2026 Class B Common Stock 1,000,000 1,000,000 D
Employee Stock Option (Right to Buy) $ 39.21 ( 10 ) 03/21/2028 Class A Common Stock 114,000 114,000 D
Employee Stock Option (Right to Buy) $ 82.16 ( 11 ) 03/24/2029 Class A Common Stock 71,547 71,547 D
Restricted Stock Units ( 12 ) ( 13 ) ( 13 ) Class A Common Stock 37,050 37,050 D
Restricted Stock Units ( 12 ) ( 14 ) ( 14 ) Class A Common Stock 32,926 32,926 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kerrest Jacques Frederic
C/O OKTA, INC.
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA94105
X See Remarks
Signatures
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 06/12/2019
Signature of Reporting Person Date
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 previously adopted by the Reporting Person.
( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.66 to $130.51 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.
( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.68 to $131.66 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the 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.
( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.71 to $132.70 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.
( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.11 to $133.51 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.
( 7 )The shares subject to the option are fully vested and exercisable by the Reporting Person.
( 8 )25% of the shares subject to the option vested on August 1, 2016, 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.
( 9 )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.
( 10 )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 through each vesting date.
( 11 )25% of the shares subject to the option shall vest 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 employment with the Issuer through each vesting date.
( 12 )Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
( 13 )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.
( 14 )25% of the shares underlying the RSU shall vest 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 employment with the Issuer on each such date.

Remarks:
Executive Vice Chairperson of the Board and Chief Operating Officer

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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