| 1. Name
and Address of Reporting Person * Race Charles |
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)
See Remarks |
|
(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 |
| 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 $182.15 to $189.41, 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) |
Each Restricted Stock Unit
("RSU") represents the right to receive one share of the Issuer's
Class A Common Stock. |
| (4) |
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. |
| (5) |
25% of the shares underlying
the RSU vested 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. |
| (6) |
17% of the shares underlying
the RSU shall vest on June 15, 2020, 33% of the shares underlying
the RSU shall vest on September 15, 2020, 39% of the shares
underlying the RSU shall vest on December 15, 2020, and the
remaining 11% of the shares underlying the RSU shall vest on March
15, 2021, subject to the Reporting Person's continuous employment
with the Issuer on each such date. |
| (7) |
25% of the shares subject to
the option vested on October 20, 2017 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. The option is early
exercisable by the Reporting Person. |
| (8) |
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 on each such date. |
| (9) |
25% of the shares subject to
the option vested 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 on each such date. |
| (10) |
25% of the shares subject to
the option shall vest on February 1, 2021, 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. |
| (11) |
25% of the shares underlying
the RSU shall vest on March 15, 2021, 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. |
