Statement of Changes in Beneficial Ownership (4)

Date : 01/17/2020 @ 10:03PM
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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 *

KRAMER CHRISTOPHER K
2. Issuer Name and Ticker or Trading Symbol

Okta, Inc. [ OKTA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Accounting Officer
(Last)          (First)          (Middle)

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

1/15/2020
(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 1/15/2020  C(1)  2413 A$0.00 8952 (2)D  
Class A Common Stock 1/15/2020  S(3)  2971 D$130.00 5981 D  

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
Employee Stock Option (Right to Buy) $8.73 1/15/2020  M     2413   (4)6/1/2026 Class B Common Stock 2413 $0.00 13178 D  
Class B Common Stock  (1)1/15/2020  M   2413     (1) (1)Class A Common Stock 2413 $0.00 2413 D  
Class B Common Stock  (1)1/15/2020  C (1)    2413   (1) (1)Class A Common Stock 2413 $0.00 0 D  
Employee Stock Option (Right to Buy) $7.17            (5)8/24/2025 Class B Common Stock 2865  2865 D  
Employee Stock Option (Right to Buy) $9.74            (6)1/22/2027 Class B Common Stock 20000  20000 D  
Employee Stock Option (Right to Buy) $103.69            (7)9/18/2029 Class A Common Stock 3187  3187 D  
Restricted Stock Units  (8)           (9) (9)Class A Common Stock 4605  4605 D  
Restricted Stock Units  (8)           (10) (10)Class A Common Stock 5598  5598 D  
Restricted Stock Units  (8)           (11) (11)Class A Common Stock 11218  11218 D  
Restricted Stock Units  (8)           (12) (12)Class A Common Stock 1409  1409 D  

Explanation of Responses:
(1) 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.
(2) Includes 56 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
(3) This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
(4) 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.
(5) The shares subject to the option are fully vested and exercisable by the Reporting Person.
(6) 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.
(7) 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.
(8) Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.
(9) 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.
(10) 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.
(11) 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.
(12) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
KRAMER CHRISTOPHER K
C/O OKTA
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA 94105


Chief Accounting Officer

Signatures
Larissa Schwartz, attorney-in-fact of the Reporting Person1/17/2020
**Signature of Reporting PersonDate

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