Statement of Changes in Beneficial Ownership (4)
October 13 2017 - 5:21PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Losch William E
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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)
Chief Financial Officer
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(Last)
(First)
(Middle)
C/O OKTA, INC., 301 BRANNAN STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2017
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(Street)
SAN FRANCISCO, CA 94107
(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
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10/11/2017
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C
(1)
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12200
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A
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$0.00
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12200
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D
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Class A Common Stock
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10/11/2017
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S
(2)
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12200
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D
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$28.6331
(3)
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0
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$1.40
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10/11/2017
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M
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12200
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(4)
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8/29/2023
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Class B Common Stock
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12200
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$0.00
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349220
(5)
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D
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Class B Common Stock
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(1)
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10/11/2017
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M
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12200
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(1)
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(1)
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Class A Common Stock
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12200
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$0.00
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12200
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D
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Class B Common Stock
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(1)
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10/11/2017
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C
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12200
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(1)
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(1)
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Class A Common Stock
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12200
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$0.00
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0
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D
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Class B Common Stock
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(1)
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(1)
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(1)
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Class A Common Stock
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361422
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361422
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I
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By Trust
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Employee Stock Option (Right to Buy)
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$7.17
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(6)
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8/27/2025
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Class B Common Stock
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150000
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150000
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D
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Employee Stock Option (Right to Buy)
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$8.97
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(7)
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7/29/2026
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Class B Common Stock
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350000
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350000
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
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(3)
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The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.31 to $28.80 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.
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(4)
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25% of the shares subject to the option vested on June 24, 2014, 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. The option is early exercisable by the Reporting Person.
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(5)
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Number of Derivative Securities Beneficially Owned Following Reported Transaction also reflects option exercise that occurred prior to the Issuer becoming a reporting company, which shares are reported in Table II.
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(6)
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The shares subject to the option shall vest in 48 equal monthly installments commencing on August 1, 2015, subject to the Reporting Person's continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.
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(7)
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20% of the shares subject to the option vested on July 29, 2017, 20% of the shares subject to the option shall vest on July 29, 2018, 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. The option is early exercisable by the Reporting Person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Losch William E
C/O OKTA, INC.
301 BRANNAN STREET
SAN FRANCISCO, CA 94107
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Chief Financial Officer
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Signatures
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/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
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10/13/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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