Statement of Changes in Beneficial Ownership (4)

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
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 ^* Runyan Jonathan T	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) General Counsel and Secretary
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	3/15/2021		M		1407	A	$0.00	1407	D
Class A Common Stock	3/16/2021		S⁽¹⁾		707	D	$228.8101 ⁽²⁾	700	D
Class A Common Stock	3/15/2021		M		935	A	$0.00	1635	D
Class A Common Stock	3/16/2021		S⁽¹⁾		470	D	$228.8101 ⁽²⁾	1165	D
Class A Common Stock	3/15/2021		M		3700	A	$0.00	4865	D
Class A Common Stock	3/16/2021		S⁽¹⁾		1858	D	$228.8101 ⁽²⁾	3007	D
Class A Common Stock	3/15/2021		M		231	A	$0.00	3238	D
Class A Common Stock	3/16/2021		S⁽¹⁾		117	D	$228.8101 ⁽²⁾	3121	D
Class A Common Stock	3/15/2021		M		740	A	$0.00	3861	D
Class A Common Stock	3/16/2021		S⁽¹⁾		372	D	$228.8101 ⁽²⁾	3489	D
Class A Common Stock								50889	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	3/15/2021		M			1407	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1407	$0.00	5625	D
Restricted Stock Units	⁽³⁾	3/15/2021		M			935	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	935	$0.00	7483	D
Restricted Stock Units	⁽³⁾	3/15/2021		M			3700	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3700	$0.00	11097	D
Restricted Stock Units	⁽³⁾	3/15/2021		M			231	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	231	$0.00	0	D
Restricted Stock Units	⁽³⁾	3/15/2021		A		740		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	740	$0.00	740	D
Restricted Stock Units	⁽³⁾	3/15/2021		M			740	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	740	$0.00	0	D
Employee Stock Option (Right to Buy)	$8.97							⁽⁹⁾	7/29/2026	Class B Common Stock	153392		153392	D
Employee Stock Option (Right to Buy)	$39.21							⁽¹⁰⁾	3/21/2028	Class A Common Stock	52000		52000	D
Employee Stock Option (Right to Buy)	$82.16							⁽¹¹⁾	3/24/2029	Class A Common Stock	32520		32520	D
Employee Stock Option (Right to Buy)	$142.47							⁽¹²⁾	4/14/2030	Class A Common Stock	31255		31255	D

Explanation of Responses:
(1)	Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
(2)	The price reported in Column 4 is a weighted average price calculated by the broker. These shares were sold as part of a block trade in multiple transactions at prices ranging from $222.156 to $232.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or 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 (2) with regard to the block trade.
(3)	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
(4)	25% of the shares underlying the RSU vested on March 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.
(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)	17% of the shares underlying the RSU vested on June 15, 2020, 33% of the shares underlying the RSU vested on September 15, 2020, 39% of the shares underlying the RSU vested on December 15, 2020, and the remaining 11% of the shares underlying the RSU vested on March 15, 2021, subject to the Reporting Person's continuous employment with the Issuer on each such date.
(8)	100% of the shares underlying the RSU vested on March 15, 2021.
(9)	20% of the shares subject to the option vested on July 29, 2017, 20% of the shares subject to the option vested 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 continued employment with the Issuer through each vesting date. The option is early exercisable by the Reporting Person.
(10)	25% of the shares subject to the option vested on February 1, 2019 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, 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.
(12)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Runyan Jonathan T C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO, CA 94105			General Counsel and Secretary