Initial Statement of Beneficial Ownership (3)

Date : 10/02/2019 @ 9:50PM
Source : Edgar (US Regulatory)
Stock : Okta Inc (OKTA)
Quote : 125.54  0.0 (0.00%) @ 9:11AM

Initial Statement of Beneficial Ownership (3)

FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

KRAMER CHRISTOPHER K

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2019 

3. Issuer Name and Ticker or Trading Symbol

Okta, Inc. [OKTA]

(Last)        (First)        (Middle)

C/O OKTA, 100 FIRST ST, SUITE 600

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Accounting Officer /

(Street)

SAN FRANCISCO, CA 94105      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 5543 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)  (1)8/24/2025 Class B Common Stock 2865 $7.17 D  
Employee Stock Option (Right to Buy)  (2)6/1/2026 Class B Common Stock 15591 $8.73 D  
Employee Stock Option (Right to Buy)  (3)1/22/2027 Class B Common Stock 20000 $9.74 D  
Restricted Stock Units  (4) (4)Class A Common Stock 5373 $0.00 D  
Restricted Stock Units  (5) (5)Class A Common Stock 12340 $0.00 D  
Restricted Stock Units  (6) (6)Class A Common Stock 5598 $0.00 D  

Explanation of Responses:
(1) The shares subject to the option are fully vested and exercisable by the Reporting Person.
(2) The shares subject to the option shall vest in 48 equal monthly installments commencing on June 2, 2016, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.
(3) The shares subject to the option shall vest in 48 equal monthly installments commencing on January 16, 2017, subject to the Reporting Person's continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.
(4) 25% of the shares underlying the RSU vested on June 15, 2018, 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.
(5) 25% of the shares underlying the RSU vested on June 15, 2019, 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 shall vest on June 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.

Remarks:
Exhibit 24.1 - Limited Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
KRAMER CHRISTOPHER K
C/O OKTA
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA 94105


Chief Accounting Officer

Signatures
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person10/2/2019
**Signature of Reporting PersonDate

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