Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-061165
Date:2019-12-15
Issuer: OKTA, INC. (OKTA)
Original Submission Date:

Reporting Person:

KRAMER CHRISTOPHER K
C/O OKTA
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 2019-12-15 M 768 a $0.00 6,311 direct
CLASS A COMMON STOCK 2019-12-16 S 386 d $116.63 5,925 direct
CLASS A COMMON STOCK 2019-12-15 M 1,122 a $0.00 7,047 direct
CLASS A COMMON STOCK 2019-12-16 S 564 d $116.63 6,483 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 2019-12-15 deemed execution date M 768 (d) class a common stock 768 $0.00 4,605 direct
RESTRICTED STOCK UNITS 0.0 2019-12-15 deemed execution date M 1,122 (d) class a common stock 1,122 $0.00 11,218 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 7.17 2019-12-15 deemed execution date 0 ( ) 2025-08-24 class b common stock 2,865 $7.17 2,865 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 8.73 2019-12-15 deemed execution date 0 ( ) 2026-06-01 class b common stock 15,591 $8.73 15,591 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 9.74 2019-12-15 deemed execution date 0 ( ) 2027-01-22 class b common stock 20,000 $9.74 20,000 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 103.69 2019-12-15 deemed execution date 0 ( ) 2029-09-18 class a common stock 3,187 $103.69 3,187 direct
RESTRICTED STOCK UNITS 0.0 2019-12-15 deemed execution date 0 ( ) class a common stock 5,598 $0.00 5,598 direct
RESTRICTED STOCK UNITS 0.0 2019-12-15 deemed execution date 0 ( ) class a common stock 1,409 $0.00 1,409 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 $115.16 to $117.80, 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 class a common stock.
f4 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.
f5 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.
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 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.
f8 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.
f9 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.
f10 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.
f11 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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