SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kerrest Jacques Frederic
(Last) (First) (Middle)
100 FIRST ST, SUITE 600
(Street)
SAN FRANCISCO CA 94105
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/02/2024 C(1) 131,426 A $0 133,048 D
Class A Common Stock 12/02/2024 S(2) 117,746 D $80.6218(3) 15,302 D
Class A Common Stock 12/02/2024 S(2) 13,680 D $81.1396(4) 1,622 D
Class A Common Stock 12/03/2024 C(1) 37,909 A $0 39,531 D
Class A Common Stock 12/03/2024 S(2) 37,268 D $80.4117(5) 2,263 D
Class A Common Stock 12/03/2024 S(2) 641 D $81.204(6) 1,622 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) $7.17 12/02/2024 M 131,426 (7) 08/27/2025 Class B Common Stock 131,426 $0 37,909 D
Class B Common Stock (1) 12/02/2024 M 131,426 (1) (1) Class A Common Stock 131,426 $0 131,426 D
Class B Common Stock (1) 12/02/2024 C 131,426 (1) (1) Class A Common Stock 131,426 $0 0 D
Employee Stock Option (Right to Buy) $7.17 12/03/2024 M 37,909 (7) 08/27/2025 Class B Common Stock 37,909 $0 0 D
Class B Common Stock (1) 12/03/2024 M 37,909 (1) (1) Class A Common Stock 37,909 $0 37,909 D
Class B Common Stock (1) 12/03/2024 C 37,909 (1) (1) Class A Common Stock 37,909 $0 0 D
Employee Stock Option (Right to Buy) $8.97 (7) 07/29/2026 Class B Common Stock 988,852 988,852 D
Employee Stock Option (Right to Buy) $39.21 (7) 03/21/2028 Class A Common Stock 114,000 114,000 D
Employee Stock Option (Right to Buy) $82.16 (7) 03/24/2029 Class A Common Stock 71,547 71,547 D
Employee Stock Option (Right to Buy) $142.47 (7) 04/14/2030 Class A Common Stock 41,673 41,673 D
Employee Stock Option (Right to Buy) $274.96 (7) 04/21/2031 Class A Common Stock 13,263 13,263 D
Employee Stock Option (Right to Buy) $274.96 (7) 04/21/2031 Class A Common Stock 26,527 26,527 D
Restricted Stock Units (8) (9) (9) Class A Common Stock 3,700 3,700 D
Restricted Stock Units (8) (10) (10) Class A Common Stock 5,055 5,055 D
Restricted Stock Units (8) (11) (11) Class A Common Stock 2,832 2,832 D
Class B Common Stock (1) (1) (1) Class A Common Stock 1,132,387 1,132,387 I By Trust
Class B Common Stock (1) (1) (1) Class A Common Stock 136,376 136,376 I By Trust
Class B Common Stock (1) (1) (1) Class A Common Stock 257,668 257,668 I By Trust
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 adopted by the Reporting Person on March 6, 2024.
3. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.995 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC") , 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 $81.00 to $81.41 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, 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 $80.00 to $80.935 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, 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 $81.00 to $81.295 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The shares subject to the option are fully vested and exercisable by the Reporting Person.
8. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
9. 25% of the shares underlying the RSU vested 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 service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.
10. 25% of the shares underlying the RSU vested on March 15, 2022, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.
11. The RSUs vest in full on the earlier of June 20, 2025 or the date immediately prior to the Issuer's next regular annual stockholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.
Remarks:
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 12/04/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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