Initial Statement of Beneficial Ownership (3)
October 02 2019 - 4:50PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KRAMER CHRISTOPHER K |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2019
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3. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [OKTA]
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(Last)
(First)
(Middle)
C/O OKTA, 100 FIRST ST, SUITE 600 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer / |
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(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 5543 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Employee Stock Option (Right to Buy) | (1) | 8/24/2025 | Class B Common Stock | 2865 | $7.17 | D | |
| Employee Stock Option (Right to Buy) | (2) | 6/1/2026 | Class B Common Stock | 15591 | $8.73 | D | |
| Employee Stock Option (Right to Buy) | (3) | 1/22/2027 | Class B Common Stock | 20000 | $9.74 | D | |
| Restricted Stock Units | (4) | (4) | Class A Common Stock | 5373 | $0.00 | D | |
| Restricted Stock Units | (5) | (5) | Class A Common Stock | 12340 | $0.00 | D | |
| Restricted Stock Units | (6) | (6) | Class A Common Stock | 5598 | $0.00 | D | |
| Explanation of Responses: |
| (1) | The shares subject to the option are fully vested and exercisable by the Reporting Person. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
Remarks:
Exhibit 24.1 - Limited Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
KRAMER CHRISTOPHER K
C/O OKTA
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA 94105 |
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| Chief Accounting Officer |
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Signatures
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| /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person | | 10/2/2019 |
| **Signature of Reporting Person | Date |
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