Sec Form 4 Filing - Kerrest Jacques Frederic @ Okta, Inc. - 2022-11-10

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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OKTA, INC., 100 FIRST ST, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2022 (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 100 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 Employee Stock Option (Right to Buy) $ 1.4 11/10/2022 M 3,572 ( 1 ) 08/29/2023 Class B Common Stock 3,572 $ 0 0 D Class B Common Stock ( 2 ) 11/10/2022 M 3,572 ( 2 ) ( 2 ) Class A Common Stock 3,572 $ 0 3,572 D Employee Stock Option (Right to Buy) $ 3.11 11/10/2022 M 30,105 ( 1 ) 08/26/2024 Class B Common Stock 30,105 $ 0 12,707 D Class B Common Stock ( 2 ) 11/10/2022 M 30,105 ( 2 ) ( 2 ) Class A Common Stock 30,105 $ 0 33,677 D Class B Common Stock ( 2 ) 11/10/2022 G V 33,677 ( 2 ) ( 2 ) Class A Common Stock 33,677 $ 0 0 D Class B Common Stock ( 2 ) 11/10/2022 G V 33,677 ( 2 ) ( 2 ) Class A Common Stock 33,677 $ 0 1,217,187 I By Trust Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 86,376 86,376 I By Trust Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 257,668 257,668 I By Trust Restricted Stock Units ( 3 ) ( 4 )( 5 ) ( 4 )( 5 ) Class A Common Stock 4,116 4,116 D Restricted Stock Units ( 3 ) ( 5 )( 6 ) ( 5 )( 6 ) Class A Common Stock 11,098 11,098 D Restricted Stock Units ( 3 ) ( 5 )( 7 ) ( 5 )( 7 ) Class A Common Stock 8,425 8,425 D Employee Stock Option (Right to Buy) $ 7.17 ( 1 ) 08/27/2025 Class B Common Stock 235,953 235,953 D Employee Stock Option (Right to Buy) $ 8.97 ( 1 ) 07/29/2026 Class B Common Stock 988,852 988,852 D Employee Stock Option (Right to Buy) $ 39.21 ( 1 ) 03/21/2028 Class A Common Stock 114,000 114,000 D Employee Stock Option (Right to Buy) $ 82.16 ( 5 )( 8 ) 03/24/2029 Class A Common Stock 71,547 71,547 D Employee Stock Option (Right to Buy) $ 142.47 ( 5 )( 9 ) 04/14/2030 Class A Common Stock 62,511 62,511 D Employee Stock Option (Right to Buy) $ 274.96 ( 5 )( 10 ) 04/21/2031 Class A Common Stock 31,834 31,834 D Employee Stock Option (Right to Buy) $ 274.96 ( 5 )( 10 ) 04/21/2031 Class A Common Stock 63,667 63,667 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 Signatures /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 11/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares subject to the option are fully vested and exercisable by the Reporting Person. ( 2 )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. ( 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, 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. ( 5 )As previously disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on August 31, 2022, the Reporting Person is on sabbatical from November 1, 2022 through October 31, 2023. The vesting of the Reporting Person's equity awards, including the stock options and RSUs reported in this Form 4, will be tolled during the sabbatical period; however, such equity awards will remain outstanding in accordance with their terms. ( 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 )25% of the shares underlying the RSU vested on March 15, 2022, 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. ( 8 )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 through each vesting date. ( 9 )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 through each vesting date. ( 10 )25% of the shares subject to the option vested on February 1, 2022 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.

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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