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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 4/15/21 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1660134 |
| Issuer Name: Okta, Inc. |
| Issuer Trading Symbol: OKTA |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1079576 |
| | Owner Name: KOUREY MICHAEL R |
| Reporting Owner Address: |
| | Owner Street 1: C/O OKTA, INC. |
| | Owner Street 2: 100 FIRST ST, SUITE 600 |
| | Owner City: SAN FRANCISCO |
| | Owner State: CA |
| | Owner ZIP Code: 94105 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Financial Officer |
Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 16,790 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trust |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 4/15/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 31,070 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 31,070 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 31,070 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Employee Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 274.25 |
| | Transaction Date: |
| | | Value: 4/15/21 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 69,595 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 4/14/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 69,595 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 69,595 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Employee Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 8.62 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 12/16/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class B Common Stock |
| | | Underlying Security Shares: |
| Value: 60,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 60,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 1,064 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,064 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. |
| Footnote - F2: 25% of the shares underlying the RSU shall vest 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 employment with the Issuer on each such date. |
| Footnote - F3: 25% of the shares subject to the option shall vest on March 8, 2022 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. |
| Footnote - F4: The shares subject to the option are fully vested and exercisable by the Reporting Person. |
| Footnote - F5: 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. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person |
| Signature Date: 4/19/21 |