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 *

Tighe Brett
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/1/2021 

3. Issuer Name and Ticker or Trading Symbol

Okta, Inc. [OKTA]
(Last)        (First)        (Middle)

C/O OKTA, INC., 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)
See Remarks /
(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 1250 I By Trust 
Class A Common Stock 17919 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)4/20/2025 Class B Common Stock 25500 $3.92 D  
Employee Stock Option (Right to Buy)  (1)6/1/2026 Class B Common Stock 23546 $8.73 D  
Employee Stock Option (Right to Buy)  (1)1/22/2027 Class B Common Stock 20000 $9.74 D  
Restricted Stock Units  (2) (2)Class A Common Stock 768 $0.00 D  
Restricted Stock Units  (3) (3)Class A Common Stock 3801 $0.00 D  
Restricted Stock Units  (4) (4)Class A Common Stock 4199 $0.00 D  
Restricted Stock Units  (5) (5)Class A Common Stock 3922 $0.00 D  
Restricted Stock Units  (6) (6)Class A Common Stock 6225 $0.00 D  
Restricted Stock Units  (7) (7)Class A Common Stock 3235 $0.00 D  

Explanation of Responses:
(1) The shares subject to the option are fully vested and exercisable by the Reporting Person.
(2) 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.
(3) 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.
(4) 25% of the shares underlying the RSU vested 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.
(5) 6.25% of the shares underlying the RSU vested on September 15, 2020, 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.
(6) 6.25% of the shares underlying the RSU vested on March 15, 2021, 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.
(7) 6.25% of the shares underlying the RSU shall vest on June 15, 2021, 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.

Remarks:
Interim Chief Financial Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Tighe Brett
C/O OKTA, INC.
100 FIRST ST, SUITE 600
SAN FRANCISCO, CA 94105


See Remarks

Signatures
Larissa Schwartz, attorney-in-fact of the Reporting Person6/10/2021
**Signature of Reporting PersonDate

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