Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-050095
Date:2019-09-15
Issuer: OKTA, INC. (OKTA)
Original Submission Date:

Reporting Person:

MCKINNON TODD
C/O OKTA, INC.
100 FIRST ST, SUITE 600 SAN FRANCISCO, CA 94105

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-09-15 M 3,531 a $0.00 3,531 direct
CLASS A COMMON STOCK 2019-09-16 S 1,773 d $102.57 1,758 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2019-09-15 deemed execution date M 3,531 (d) class a common stock 3,531 $0.00 35,313 direct
CLASS B COMMON STOCK 0.0 2019-09-15 deemed execution date 0 ( ) class a common stock 5,176,447 $0.00 5,176,774 indirect by trust
CLASS B COMMON STOCK 0.0 2019-09-15 deemed execution date 0 ( ) class a common stock 128,247 $0.00 128,247 indirect by trust
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 1.4 2019-09-15 deemed execution date 0 ( ) 2023-08-29 class b common stock 112,500 $1.40 112,500 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 7.17 2019-09-15 deemed execution date 0 ( ) 2025-08-27 class b common stock 500,000 $7.17 500,000 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 8.97 2019-09-15 deemed execution date 0 ( ) 2026-07-29 class b common stock 1,805,951 $8.97 1,805,951 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 39.21 2019-09-15 deemed execution date 0 ( ) 2028-03-21 class a common stock 87,000 $39.21 87,000 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 82.16 2019-09-15 deemed execution date 0 ( ) 2029-03-24 class a common stock 110,573 $82.16 110,573 direct
RESTRICTED STOCK UNITS 0.0 2019-09-15 deemed execution date 0 ( ) class a common stock 50,886 $0.00 50,886 direct
Footnotes
IDfootnote
f1 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.
f2 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 person undertakes 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 range set forth in this footnote (2) with regard to the block trade.
f3 each restricted stock unit ("rsu") represents the right to receive one share of the issuer's class a common stock.
f4 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.
f5 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.
f6 the shares subject to the option are fully vested and exercisable by the reporting person.
f7 the shares subject to the option shall vest in 48 equal monthly installments commencing on august 1, 2015, subject to the reporting person's continued employment with the issuer through each vesting date. the option is early exercisable by the reporting person.
f8 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.
f9 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.
f10 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 on each such date.
f11 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.
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