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 * KOUREY MICHAEL R 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O OKTA, INC., 100 FIRST ST, SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)
6/15/2020
(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  6/15/2020    C(1)    20000  A $0.00  21535  D   
Class A Common Stock  6/15/2020    S(2)    1600  D $180.65 (3) 19935  D   
Class A Common Stock  6/15/2020    S(2)    1200  D $181.7183 (4) 18735  D   
Class A Common Stock  6/15/2020    S(2)    400  D $182.555 (5) 18335  D   
Class A Common Stock  6/15/2020    S(2)    700  D $183.9014 (6) 17635  D   
Class A Common Stock  6/15/2020    S(2)    3378  D $185.0378 (7) 14257  D   
Class A Common Stock  6/15/2020    S(2)    6620  D $185.9501 (8) 7637  D   
Class A Common Stock  6/15/2020    S(2)    5502  D $186.9715 (9) 2135  D   
Class A Common Stock  6/15/2020    S(2)    600  D $187.6317 (10) 1535  D   
Class A Common Stock                 15680  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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)  $8.62  6/15/2020    M        20000    (11) 12/16/2025  Class B Common Stock  20000  $0.00  120000  D   
Class B Common Stock   (1) 6/15/2020    M     20000       (1)  (1) Class A Common Stock  20000  $0.00  20000  D   
Class B Common Stock   (1) 6/15/2020    C (1)       20000    (1)  (1) Class A Common Stock  20000  $0.00  0  D   
Class A Common Stock   (12) 6/16/2020    A     1064       (13)  (13) Class A Common Stock  1064  $0.00  1064  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)  This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
(3)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.22 to $181.09 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.
(4)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.24 to $182.14 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.28 to $182.82 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)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.43 to $184.40 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.
(7)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.43 to $185.405 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.
(8)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.44 to $186.41 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.44 to $187.35 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)  The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.47 to $187.91 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.
(11)  The shares subject to the option are fully vested and exercisable by the Reporting Person.
(12)  Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
(13)  The RSUs vest in full on the earlier of June 16, 2021 or the date immediately prior to the Issuer's next regular annual shareholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KOUREY MICHAEL R
C/O OKTA, INC.
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA 94105
X



Signatures
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 6/17/2020
**Signature of Reporting Person Date
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