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 * 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)
7/10/2020
(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  7/10/2020    C(1)    50000  A $0.00  66932  D   
Class A Common Stock  7/10/2020    S(2)    8965  D $217.7333 (3) 57967  D   
Class A Common Stock  7/10/2020    S(2)    14967  D $218.6237 (4) 43000  D   
Class A Common Stock  7/10/2020    S(2)    18714  D $219.6048 (5) 24286  D   
Class A Common Stock  7/10/2020    S(2)    4819  D $220.5413 (6) 19467  D   
Class A Common Stock  7/10/2020    S(2)    2535  D $221.8931 (7) 16932  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 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)  $8.97  7/10/2020    M        50000    (8) 10/23/2026  Class B Common Stock  50000  $0.00  450000  D   
Class B Common Stock   (1) 7/10/2020    M     50000       (1)  (1) Class A Common Stock  50000  $0.00  50000  D   
Class B Common Stock   (1) 7/10/2020    C        50000    (1)  (1) Class A Common Stock  50000  $0.00  0  D   
Employee Stock Option (Right to Buy)  $39.21                   (9) 3/21/2028  Class A Common Stock  58500    58500  D   
Employee Stock Option (Right to Buy)  $82.16                   (10) 3/24/2029  Class A Common Stock  39024    39024  D   
Employee Stock Option (Right to Buy)  $142.47                   (11) 4/14/2030  Class A Common Stock  26790    26790  D   
Restricted Stock Units   (12)                  (13)  (13) Class A Common Stock  11069    11069  D   
Restricted Stock Units   (12)                  (14)  (14) Class A Common Stock  12347    12347  D   
Restricted Stock Units   (12)                  (15)  (15) Class A Common Stock  1825    1825  D   
Restricted Stock Units   (12)                  (16)  (16) Class A Common Stock  12683    12683  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 $217.1520 to $218.122 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 $218.19 to $219.17 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 $219.23 to $220.10 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 $220.25 to $221.00 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 $221.35 to $222.32 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)  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.
(9)  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.
(10)  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.
(11)  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.
(12)  Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
(13)  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.
(14)  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.
(15)  17% of the shares underlying the RSU vested 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.
(16)  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.

Remarks:
President, Worldwide Field Operations

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


See Remarks

Signatures
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 7/14/2020
**Signature of Reporting Person Date
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