SEC Info - Kourey Michael R - ‘4’ for 12/16/19 re: Okta, Inc.

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).

1. Name and Address of Reporting Person^*

KOUREY MICHAEL R

(Last)

(First)

(Middle)

C/O OKTA, INC.

100 FIRST ST, SUITE 600

(Street)

SAN FRANCISCO

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)
12/16/19

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/11/19		G	V	983	D	$0.00	14,752	I	By Trust
Class A Common Stock	12/16/19		C ⁽¹⁾		17,500	A	$0.00	17,500	D
Class A Common Stock	12/16/19		S ⁽²⁾		11,729	D	$116.2591 ⁽³⁾	5,771	D
Class A Common Stock	12/16/19		S ⁽²⁾		5,571	D	$117.1802 ⁽⁴⁾	200	D
Class A Common Stock	12/16/19		S ⁽²⁾		200	D	$117.725 ⁽⁵⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$8.62	12/16/19		M			17,500	⁽⁶⁾	12/16/25	Class B Common Stock	17,500	$0.00	160,000	D
Class B Common Stock	⁽¹⁾	12/16/19		M		17,500		⁽¹⁾	⁽¹⁾	Class A Common Stock	17,500	$0.00	17,500	D
Class B Common Stock	⁽¹⁾	12/16/19		C ⁽¹⁾			17,500	⁽¹⁾	⁽¹⁾	Class A Common Stock	17,500	$0.00	0	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 $115.67 to $116.665 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 $116.68 to $117.59 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 $117.63 to $117.76 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 shares subject to the option shall vest in 48 equal monthly installments commencing 11/12/15, subject to the Reporting Person's continued service to the Issuer through each vesting date. The option is early exercisable by the Reporting Person.

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	12/18/19
	** 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.

____________ Transaction Codes:
C	Conversion of derivative security.
G	Bona fide gift.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
S	Open market or private sale of non-derivative or derivative security.

Kourey Michael R – ‘4’ for 12/16/19 re: Okta, Inc.

On: Wednesday, 12/18/19, at 6:03pm ET · For: 12/16/19 · Accession #: 1209191-19-61175 · File #: 1-38044

Previous ‘4’: ‘4’ on 9/18/19 for 9/16/19 · Next: ‘4’ on 2/3/20 for 8/21/19 · Latest: ‘4’ on 4/19/21 for 4/15/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

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Kourey Michael R – ‘4’ for 12/16/19 re: Okta, Inc.

On: Wednesday, 12/18/19, at 6:03pm ET · For: 12/16/19 · Accession #: 1209191-19-61175 · File #: 1-38044

Previous ‘4’: ‘4’ on 9/18/19 for 9/16/19 · Next: ‘4’ on 2/3/20 for 8/21/19 · Latest: ‘4’ on 4/19/21 for 4/15/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents