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
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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 ^* McKinnon Todd	2. Issuer Name and Ticker or Trading Symbol Okta, Inc. [ OKTA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer
(Last) (First) (Middle) C/O OKTA, INC., 100 FIRST ST, SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 4/22/2021
(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								9787	D

*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)
Employee Stock Option (Right to Buy)	$274.96	4/22/2021		A		63667		⁽¹⁾	4/21/2031	Class A Common Stock	63667	$0.00	63667	D
Restricted Stock Units	⁽²⁾	4/22/2021		A		26957		⁽³⁾	⁽³⁾	Class A Common Stock	26957	$0.00	26957	D
Employee Stock Option (Right to Buy)	$274.96	4/22/2021		A		127334		⁽¹⁾	4/21/2031	Class A Common Stock	127334	$0.00	127334	D
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5182781		5182781	I	By Trust
Class B Common Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	128247		128247	I	By Trust
Employee Stock Option (Right to Buy)	$1.40							⁽⁵⁾	8/29/2023	Class B Common Stock	38827		38827	D
Employee Stock Option (Right to Buy)	$7.17							⁽⁵⁾	8/27/2025	Class B Common Stock	486053		486053	D
Employee Stock Option (Right to Buy)	$8.97							⁽⁶⁾	7/29/2026	Class B Common Stock	1798891		1798891	D
Employee Stock Option (Right to Buy)	$39.21							⁽⁷⁾	3/21/2028	Class A Common Stock	38063		38063	D
Employee Stock Option (Right to Buy)	$82.16							⁽⁸⁾	3/24/2029	Class A Common Stock	59894		59894	D
Employee Stock Option (Right to Buy)	$142.47							⁽⁹⁾	4/14/2030	Class A Common Stock	89301		89301	D
Restricted Stock Units	⁽²⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	14125		14125	D
Restricted Stock Units	⁽²⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	25443		25443	D
Restricted Stock Units	⁽²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	31709		31709	D

Explanation of Responses:
(1)	25% of the shares subject to the option shall vest 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.
(2)	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
(3)	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.
(4)	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.
(5)	The shares subject to the option are fully vested and exercisable by the Reporting Person.
(6)	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 continuous employment with the Issuer on each such date. The option is early exercisable by the Reporting Person.
(7)	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.
(8)	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.
(9)	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.
(10)	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.
(11)	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.
(12)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McKinnon Todd C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO, CA 94105	X		Chief Executive Officer