Sec Form 4 Filing - Runyan Jonathan T @ Okta, Inc. - 2021-03-15

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
Runyan Jonathan T
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)
General Counsel and Secretary
(Last) (First) (Middle)
C/O OKTA, INC., 100 FIRST ST, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2021
(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 03/15/2021 M 1,407 A $ 0 1,407 D
Class A Common Stock 03/16/2021 S( 1 ) 707 D $ 228.8101 ( 2 ) 700 D
Class A Common Stock 03/15/2021 M 935 A $ 0 1,635 D
Class A Common Stock 03/16/2021 S( 1 ) 470 D $ 228.8101 ( 2 ) 1,165 D
Class A Common Stock 03/15/2021 M 3,700 A $ 0 4,865 D
Class A Common Stock 03/16/2021 S( 1 ) 1,858 D $ 228.8101 ( 2 ) 3,007 D
Class A Common Stock 03/15/2021 M 231 A $ 0 3,238 D
Class A Common Stock 03/16/2021 S( 1 ) 117 D $ 228.8101 ( 2 ) 3,121 D
Class A Common Stock 03/15/2021 M 740 A $ 0 3,861 D
Class A Common Stock 03/16/2021 S( 1 ) 372 D $ 228.8101 ( 2 ) 3,489 D
Class A Common Stock 50,889 I By Trust
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 ( 3 ) 03/15/2021 M 1,407 ( 4 ) ( 4 ) Class A Common Stock 1,407 $ 0 5,625 D
Restricted Stock Units ( 3 ) 03/15/2021 M 935 ( 5 ) ( 5 ) Class A Common Stock 935 $ 0 7,483 D
Restricted Stock Units ( 3 ) 03/15/2021 M 3,700 ( 6 ) ( 6 ) Class A Common Stock 3,700 $ 0 11,097 D
Restricted Stock Units ( 3 ) 03/15/2021 M 231 ( 7 ) ( 7 ) Class A Common Stock 231 $ 0 0 D
Restricted Stock Units ( 3 ) 03/15/2021 A 740 ( 8 ) ( 8 ) Class A Common Stock 740 $ 0 740 D
Restricted Stock Units ( 3 ) 03/15/2021 M 740 ( 8 ) ( 8 ) Class A Common Stock 740 $ 0 0 D
Employee Stock Option (Right to Buy) $ 8.97 ( 9 ) 07/29/2026 Class B Common Stock 153,392 153,392 D
Employee Stock Option (Right to Buy) $ 39.21 ( 10 ) 03/21/2028 Class A Common Stock 52,000 52,000 D
Employee Stock Option (Right to Buy) $ 82.16 ( 11 ) 03/24/2029 Class A Common Stock 32,520 32,520 D
Employee Stock Option (Right to Buy) $ 142.47 ( 12 ) 04/14/2030 Class A Common Stock 31,255 31,255 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Runyan Jonathan T
C/O OKTA, INC.
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA94105
General Counsel and Secretary
Signatures
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 03/17/2021
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 $222.156 to $232.70, 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 Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
( 4 )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.
( 5 )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 employment with the Issuer on each such date.
( 6 )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 employment with the Issuer on each such date.
( 7 )17% of the shares underlying the RSU vested on June 15, 2020, 33% of the shares underlying the RSU vested on September 15, 2020, 39% of the shares underlying the RSU vested on December 15, 2020, and the remaining 11% of the shares underlying the RSU vested on March 15, 2021, subject to the Reporting Person's continuous employment with the Issuer on each such date.
( 8 )100% of the shares underlying the RSU vested on March 15, 2021.
( 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 continued employment with the Issuer through each vesting 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 on each such date.
( 11 )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 employment with the Issuer on each such date.
( 12 )25% of the shares subject to the option vested 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.

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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