Statement of Changes in Beneficial Ownership (4)

Date : 12/18/2019 @ 10:36PM
Source : Edgar (US Regulatory)
Stock : Okta Inc (OKTA)
Quote : 118.94  0.0 (0.00%) @ 5:00AM
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Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
                                                                                  
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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
                      

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
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O OKTA, INC., 100 FIRST ST, SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)

12/15/2019
(Street)

SAN FRANCISCO, CA 94105
(City)        (State)        (Zip)
4. 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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/15/2019  M  3087 A$0.00 3087 D  
Class A Common Stock 12/16/2019  S(1)  1550 D$116.6294 (2)1537 D  
Class A Common Stock 12/16/2019  S(3)  1150 D$116.4925 (4)387 D  
Class A Common Stock 12/16/2019  S(3)  300 D$117.6633 (5)87 D  
Class A Common Stock 12/16/2019  C(6)  27952 A$0.00 35928 I By Trust 
Class A Common Stock 12/16/2019  S(3)  100 D$116.99 9976 I By Trust 
Class A Common Stock 12/16/2019  G(7)  V 27852 D$0.00 7976 I By Trust 
Class A Common Stock 12/16/2019  C(6)  500 A$0.00 500 I By Trust 
Class A Common Stock 12/16/2019  S(3)  290 D$116.2014 (8)210 I By Trust 
Class A Common Stock 12/16/2019  S(3)  210 D$117.1519 (9)0 I By Trust 
Class A Common Stock 12/16/2019  C(6)  500 A$0.00 500 I By Trust 
Class A Common Stock 12/16/2019  S(3)  290 D$116.2028 (8)210 I By Trust 
Class A Common Stock 12/16/2019  S(3)  210 D$117.1519 (9)0 I By Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (10)12/15/2019  M     3087   (11) (11)Class A Common Stock 3087 $0.00 27788 D  
Class B Common Stock $0.00 (6)12/16/2019  C (6)    27952   (6) (6)Class A Common Stock 27952 $0.00 1603342 I By Trust 
Class B Common Stock $0.00 (6)12/16/2019  C (6)    500   (6) (6)Class A Common Stock 500 $0.00 121020 I By Trust 
Class B Common Stock $0.00 (6)12/16/2019  C (6)    500   (6) (6)Class A Common Stock 500 $0.00 39073 I By Trust 
Class B Common Stock  (6)           (6) (6)Class A Common Stock 11427  11427 I By Trust 
Class B Common Stock  (6)           (6) (6)Class A Common Stock 178022  178022 I By Trust 
Employee Stock Option (Right to Buy) $1.40            (12)8/29/2023 Class B Common Stock 75000  75000 D  
Employee Stock Option (Right to Buy) $3.11            (12)8/26/2024 Class B Common Stock 75000  75000 D  
Employee Stock Option (Right to Buy) $7.17            (13)8/27/2025 Class B Common Stock 250000  250000 D  
Employee Stock Option (Right to Buy) $8.97            (14)7/29/2026 Class B Common Stock 1000000  1000000 D  
Employee Stock Option (Right to Buy) $39.21            (15)3/21/2028 Class A Common Stock 114000  114000 D  
Employee Stock Option (Right to Buy) $82.16            (16)3/24/2029 Class A Common Stock 71547  71547 D  
Restricted Stock Units  (10)           (17) (17)Class A Common Stock 32926  32926 D  

Explanation of Responses:
(1) 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.
(2) 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.
(3) This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
(4) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.13 to $116.99 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.
(5) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.43 to $117.78 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.
(6) 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.
(7) The transaction reported involved a gift by the Reporting Person of 2,000 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Family Foundation, a donor advised fund.
(8) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.93 to $116.51 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.
(9) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.99 to $117.22 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.
(10) Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
(11) 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.
(12) The shares subject to the option are fully vested and exercisable by the Reporting Person.
(13) 25% of the shares subject to the option vested on August 1, 2016, 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.
(14) 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.
(15) 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 through each vesting date.
(16) 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 through each vesting date.
(17) 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.

Remarks:
Executive Vice Chairperson of the Board and Chief Operating Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kerrest Jacques Frederic
C/O OKTA, INC.
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA 94105
X
See Remarks

Signatures
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person12/18/2019
**Signature of Reporting PersonDate

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