Sec Form 4 Filing - KRAMER CHRISTOPHER K @ Okta, Inc. - 2020-04-15

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
KRAMER CHRISTOPHER K
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 Accounting Officer
(Last) (First) (Middle)
C/O OKTA, 100 FIRST ST, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
04/15/2020
(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 04/15/2020 C( 1 ) 1,034 A $ 0 7,948 D
Class A Common Stock 04/15/2020 S( 2 ) 1,730 D $ 138.24 6,218 D
( 14 )
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
Employee Stock Option (Right to Buy) $ 8.73 04/15/2020 M 1,034 ( 3 ) 06/01/2026 Class B Common Stock 1,034 $ 0 12,144 D
Class B Common Stock ( 1 ) 04/15/2020 M 1,034 ( 1 ) ( 1 ) Class A Common Stock 1,034 $ 0 1,034 D
Class B Common Stock ( 1 ) 04/15/2020 C( 1 ) 1,034 ( 1 ) ( 1 ) Class A Common Stock 1,034 $ 0 0 D
Employee Stock Option (Right to Buy) $ 142.47 04/15/2020 A 7,590 ( 4 ) 04/14/2030 Class A Common Stock 7,590 $ 0 7,590 D
Restricted Stock Units ( 5 ) 04/15/2020 A 3,593 ( 6 ) ( 6 ) Class A Common Stock 3,593 $ 0 3,593 D
Restricted Stock Units ( 5 ) 04/15/2020 A 1,056 ( 7 ) ( 7 ) Class A Common Stock 1,056 $ 0 1,056 D
Employee Stock Option (Right to Buy) $ 7.17 ( 8 ) 08/24/2025 Class B Common Stock 2,865 2,865 D
Employee Stock Option (Right to Buy) $ 9.74 ( 9 ) 01/22/2027 Class B Common Stock 20,000 20,000 D
Employee Stock Option (Right to Buy) $ 103.69 ( 10 ) 09/18/2029 Class A Common Stock 3,187 3,187 D
Restricted Stock Units ( 5 ) ( 11 ) ( 11 ) Class A Common Stock 3,838 3,838 D
Restricted Stock Units ( 5 ) ( 12 ) ( 12 ) Class A Common Stock 10,096 10,096 D
Restricted Stock Units ( 5 ) ( 13 ) ( 13 ) Class A Common Stock 5,598 5,598 D
Restricted Stock Units ( 5 ) ( 14 ) Class A Common Stock 1,409 1,409 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KRAMER CHRISTOPHER K
C/O OKTA
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA94105
Chief Accounting Officer
Signatures
Larissa Schwartz, attorney-in-fact of the Reporting Person 04/17/2020
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 shares subject to the option shall vest in 48 equal monthly installments commencing on June 2, 2016, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.
( 4 )25% of the shares subject to the option shall vest on February 1, 2021, 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.
( 5 )Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.
( 6 )25% of the shares underlying the RSU shall vest 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 employment with the Issuer on each such date.
( 7 )17% of the shares underlying the RSU shall vest on June 15, 2020, 33% of the shares underlying the RSU shall vest on September 15, 2020, 39% of the shares underlying the RSU shall vest on December 15, 2020, and the remaining 11% of the shares underlying the RSU shall vest on March 15, 2021, subject to the Reporting Person's continuous employment with the Issuer on each such date.
( 8 )The shares subject to the option are fully vested and exercisable by the Reporting Person.
( 9 )The shares subject to the option shall vest in 48 equal monthly installments commencing on January 16, 2017, 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 shall vest on October 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 on each such date.
( 11 )25% of the shares underlying the RSU vested on June 15, 2018, 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.
( 12 )25% of the shares underlying the RSU vested on June 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.
( 13 )25% of the shares underlying the RSU shall vest on June 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.
( 14 )25% of the shares underlying the RSU shall vest on September 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.

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