Sec Form 4 Filing - Losch William E @ Okta, Inc. - 2019-09-15

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
Losch William E
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)
Chief Financial Officer
(Last) (First) (Middle)
C/O OKTA, INC., 100 FIRST ST, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2019
(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 09/15/2019 M 2,206 A $ 0 12,572 D
Class A Common Stock 09/16/2019 S( 1 ) 1,108 D $ 102.5651 ( 2 ) 11,464 D
Class A Common Stock 09/16/2019 C( 3 ) 20,000 A $ 0 31,464 D
Class A Common Stock 09/16/2019 S( 4 ) 2,452 D $ 101.072 ( 5 ) 29,012 D
Class A Common Stock 09/16/2019 S( 4 ) 4,616 D $ 101.9904 ( 6 ) 24,396 D
Class A Common Stock 09/16/2019 S( 4 ) 10,014 D $ 103.1852 ( 7 ) 14,382 D
Class A Common Stock 09/16/2019 S( 4 ) 2,918 D $ 103.8037 ( 8 ) 11,464 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 ( 9 ) 09/15/2019 M 2,206 ( 10 ) ( 10 ) Class A Common Stock 2,206 $ 0 22,063 D
Employee Stock Option (Right to Buy) $ 7.17 09/16/2019 M 19,536 ( 11 ) 08/27/2025 Class B Common Stock 19,536 $ 0 0 D
Employee Stock Option (Right to Buy) $ 8.97 09/16/2019 M 464 ( 12 ) 07/29/2026 Class B Common Stock 464 $ 0 274,736 D
Class B Common Stock ( 3 ) 09/16/2019 M 20,000 ( 3 ) ( 3 ) Class A Common Stock 20,000 $ 0 20,000 D
Class B Common Stock ( 3 ) 09/16/2019 C 20,000 ( 3 ) ( 3 ) Class A Common Stock 20,000 $ 0 0 D
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 450,886 450,886 I By Trust
Employee Stock Option (Right to Buy) $ 1.4 ( 11 ) 08/29/2023 Class B Common Stock 106,820 106,820 D
Employee Stock Option (Right to Buy) $ 39.21 ( 13 ) 03/21/2028 Class A Common Stock 81,500 81,500 D
Employee Stock Option (Right to Buy) $ 82.16 ( 14 ) 03/24/2029 Class A Common Stock 45,530 45,530 D
Restricted Stock Units ( 9 ) ( 15 ) ( 15 ) Class A Common Stock 20,953 20,953 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Losch William E
C/O OKTA, INC.
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA94105
Chief Financial Officer
Signatures
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 09/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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 $99.99 to $104.11, inclusive. The Reporting Personundertakes 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 rangeset forth in this footnote (2) with regard to the block trade.
( 3 )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.
( 4 )This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
( 5 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.51 to $101.48 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.52 to $102.44 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 reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.54 to $103.52 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.
( 8 )The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.55 to $104.02 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.
( 9 )Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
( 10 )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.
( 11 )The shares subject to the option are fully vested and exercisable by the Reporting Person.
( 12 )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.
( 13 )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 equalmonthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
( 14 )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.
( 15 )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.

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).
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