Statement of Changes in Beneficial Ownership (4)
May 04 2022 - 5:04PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Runyan Jonathan T |
2. Issuer Name and Ticker or Trading Symbol
Okta, Inc.
[
OKTA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel and Secretary |
(Last)
(First)
(Middle)
C/O OKTA, INC., 100 FIRST ST, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2022 |
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/2/2022 | | C(1) | | 100 | A | $0.00 | 100 | D | |
Class A Common Stock | 5/2/2022 | | S(2) | | 100 | D | $118.41 | 0 | D | |
Class A Common Stock | | | | | | | | 62980 | I | By Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | 5/2/2022 | | M | | | 100 | (3) | 7/29/2026 | Class B Common Stock | 100 | $0.00 | 134900 | D | |
Class B Common Stock | (1) | 5/2/2022 | | M | | 100 | | (1) | (1) | Class A Common Stock | 100 | $0.00 | 100 | D | |
Class B Common Stock | (1) | 5/2/2022 | | C (1) | | | 100 | (1) | (1) | Class A Common Stock | 100 | $0.00 | 0 | D | |
Restricted Stock Units | (4) | | | | | | | (5) | (5) | Class A Common Stock | 3742 | | 3742 | D | |
Restricted Stock Units | (4) | | | | | | | (6) | (6) | Class A Common Stock | 7398 | | 7398 | D | |
Restricted Stock Units | (4) | | | | | | | (7) | (7) | Class A Common Stock | 4044 | | 4044 | D | |
Restricted Stock Units | (4) | | | | | | | (8) | (8) | Class A Common Stock | 61069 | | 61069 | D | |
Employee Stock Option (Right to Buy) | $39.21 | | | | | | | (3) | 3/21/2028 | Class A Common Stock | 52000 | | 52000 | D | |
Employee Stock Option (Right to Buy) | $82.16 | | | | | | | (9) | 3/24/2029 | Class A Common Stock | 32520 | | 32520 | D | |
Employee Stock Option (Right to Buy) | $142.47 | | | | | | | (10) | 4/14/2030 | Class A Common Stock | 31255 | | 31255 | D | |
Employee Stock Option (Right to Buy) | $274.96 | | | | | | | (11) | 4/21/2031 | Class A Common Stock | 12734 | | 12734 | D | |
Employee Stock Option (Right to Buy) | $274.96 | | | | | | | (11) | 4/21/2031 | Class A Common Stock | 101867 | | 101867 | 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 shares subject to the option are fully vested and exercisable by the Reporting Person. |
(4) | Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. |
(5) | 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. |
(6) | 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 employment with the Issuer on each such date. |
(7) | 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 employment with the Issuer on each such date. |
(8) | 6.25% of the shares underlying the RSU shall vest on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. |
(9) | 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. |
(10) | 25% of the shares subject to the option vested 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. |
(11) | 25% of the shares subject to the option vested on February 1, 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Runyan Jonathan T C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO, CA 94105 |
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| General Counsel and Secretary |
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Signatures
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/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person | | 5/4/2022 |
**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 control number. |
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