Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-054793
Date:2020-10-12
Issuer: OKTA, INC. (OKTA)
Original Submission Date:

Reporting Person:

LOSCH WILLIAM E
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 2020-10-12 C 15,000 a $0.00 35,974 direct
CLASS A COMMON STOCK 2020-10-12 M 15,000 a $39.21 50,974 direct
CLASS A COMMON STOCK 2020-10-12 S 200 d $239.76 50,774 direct
CLASS A COMMON STOCK 2020-10-12 S 200 d $240.80 50,574 direct
CLASS A COMMON STOCK 2020-10-12 S 1,400 d $242.38 49,174 direct
CLASS A COMMON STOCK 2020-10-12 S 6,657 d $243.57 42,517 direct
CLASS A COMMON STOCK 2020-10-12 S 10,842 d $244.45 31,675 direct
CLASS A COMMON STOCK 2020-10-12 S 9,031 d $245.29 22,644 direct
CLASS A COMMON STOCK 2020-10-12 S 1,670 d $246.11 20,974 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
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 8.97 2020-10-12 deemed execution date M 15,000 (d) 2026-07-29 class b common stock 15,000 $8.97 59,736 direct
CLASS B COMMON STOCK 0.0 2020-10-12 deemed execution date M 15,000 (a) class a common stock 15,000 $0.00 15,000 direct
CLASS B COMMON STOCK 0.0 2020-10-12 deemed execution date C 15,000 (d) class a common stock 15,000 $0.00 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 39.21 2020-10-12 deemed execution date M 15,000 (d) 2028-03-21 class a common stock 15,000 $39.21 46,500 direct
CLASS B COMMON STOCK 0.0 2020-10-12 deemed execution date 0 ( ) class a common stock 484,886 $0.00 484,886 indirect by trust
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 1.4 2020-10-12 deemed execution date 0 ( ) 2023-08-29 class b common stock 12,820 $1.40 12,820 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 82.16 2020-10-12 deemed execution date 0 ( ) 2029-03-24 class a common stock 45,530 $82.16 45,530 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 142.47 2020-10-12 deemed execution date 0 ( ) 2030-04-14 class a common stock 31,255 $142.47 31,255 direct
RESTRICTED STOCK UNITS 0.0 2020-10-12 deemed execution date 0 ( ) class a common stock 13,238 $0.00 13,238 direct
RESTRICTED STOCK UNITS 0.0 2020-10-12 deemed execution date 0 ( ) class a common stock 13,095 $0.00 13,095 direct
RESTRICTED STOCK UNITS 0.0 2020-10-12 deemed execution date 0 ( ) class a common stock 1,112 $0.00 1,112 direct
RESTRICTED STOCK UNITS 0.0 2020-10-12 deemed execution date 0 ( ) class a common stock 14,797 $0.00 14,797 direct
Footnotes
IDfootnote
f1 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.
f2 this transaction was effected pursuant to a rule 10b5-1 trading plan previously adopted by the reporting person.
f3 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $240.79 to $240.80 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.
f4 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $241.82 to $242.80 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.
f5 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $242.91 to $243.89 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.
f6 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $243.91 to $244.90 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.
f7 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $244.92 to $245.89 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.
f8 the reported price is a weighted average price. these shares were sold in multiple transactions at prices ranging from $245.93 to $246.27 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.
f9 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.
f10 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.
f11 the shares subject to the option are fully vested and exercisable by the reporting person.
f12 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.
f13 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.
f14 each restricted stock unit ("rsu") represents the right to receive one share of the issuer's class a common stock.
f15 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.
f16 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.
f17 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 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.
f18 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.
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