OKTA Okta Inc

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 * St. Ledger Susan	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) 3/15/2021
(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								27	I	By Trust

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
Restricted Stock Units	(1)	3/15/2021		A		43130		(2)	(2)	Class A Common Stock	43130	$0.00	43130	D
Restricted Stock Units	(1)	3/15/2021		A		107825		(3)	(3)	Class A Common Stock	107825	$0.00	107825	D

Explanation of Responses:
(1)	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
(2)	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.
(3)	50% of the shares underlying the RSU shall vest on September 15, 2021 and the remaining shall vest on September 15, 2022, 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
St. Ledger Susan C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO, CA 94105			See Remarks

Signatures
Larissa Schwartz, attorney-in-fact of the Reporting Person		3/17/2021
**Signature of Reporting Person		Date