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 ^* Kerrest Jacques Frederic	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) See Remarks
(Last) (First) (Middle) C/O OKTA, INC., 100 FIRST ST, SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 8/25/2021
(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	8/25/2021		C⁽¹⁾		4842	A	$0.00	4842	I	By Trust
Class A Common Stock	8/25/2021		S⁽²⁾		2152	D	$255.00	2690	I	By Trust
Class A Common Stock	8/25/2021		S⁽²⁾		2690	D	$260.1345 ⁽³⁾	0	I	By Trust
Class A Common Stock	8/25/2021		G	V	7542	D	$0.00	16917	D
Class A Common Stock	8/25/2021		G	V	7542	A	$0.00	7542	I	By Trust
Class A Common Stock	8/25/2021		C⁽¹⁾		24518	A	$0.00	32060	I	By Trust
Class A Common Stock	8/25/2021		S⁽²⁾		4342	D	$254.0403 ⁽⁴⁾	27718	I	By Trust
Class A Common Stock	8/25/2021		S⁽²⁾		3200	D	$255.00	24518	I	By Trust
Class A Common Stock	8/25/2021		S⁽²⁾		24078	D	$260.26 ⁽⁵⁾	440	I	By Trust
Class A Common Stock	8/25/2021		S⁽²⁾		440	D	$261.00	0	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)
Class B Common Stock	⁽¹⁾	8/25/2021		C ⁽¹⁾			4842	⁽¹⁾	⁽¹⁾	Class A Common Stock	4842	$0.00	262860	I	By Trust
Class B Common Stock	⁽¹⁾	8/25/2021		C ⁽¹⁾			24518	⁽¹⁾	⁽¹⁾	Class A Common Stock	24518	$0.00	1334383	I	By Trust
Employee Stock Option (Right to Buy)	$8.97	8/26/2021		M			1673	⁽⁶⁾	7/29/2026	Class B Common Stock	1673	$0.00	988852	D
Class B Common Stock	⁽¹⁾	8/26/2021		M		1673		⁽¹⁾	⁽¹⁾	Class A Common Stock	1673	$0.00	1673	D
Class B Common Stock	⁽¹⁾	8/26/2021		G	V		1673	⁽¹⁾	⁽¹⁾	Class A Common Stock	1673	$0.00	0	D
Class B Common Stock	⁽¹⁾	8/26/2021		G	V	1673		⁽¹⁾	⁽¹⁾	Class A Common Stock	1673	$0.00	1336056	I	By Trust
Employee Stock Option (Right to Buy)	$1.40							⁽⁶⁾	8/29/2023	Class B Common Stock	3572		3572	D
Employee Stock Option (Right to Buy)	$3.11							⁽⁶⁾	8/26/2024	Class B Common Stock	42812		42812	D
Employee Stock Option (Right to Buy)	$7.17							⁽⁶⁾	8/27/2025	Class B Common Stock	236053		236053	D
Employee Stock Option (Right to Buy)	$39.21							⁽⁷⁾	3/21/2028	Class A Common Stock	114000		114000	D
Employee Stock Option (Right to Buy)	$82.16							⁽⁸⁾	3/24/2029	Class A Common Stock	71547		71547	D
Employee Stock Option (Right to Buy)	$142.47							⁽⁹⁾	4/14/2030	Class A Common Stock	62511		62511	D
Employee Stock Option (Right to Buy)	$274.96							⁽¹⁰⁾	4/21/2031	Class A Common Stock	31834		31834	D
Employee Stock Option (Right to Buy)	$274.96							⁽¹⁰⁾	4/21/2031	Class A Common Stock	63667		63667	D
Restricted Stock Units	⁽¹¹⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	9263		9263	D
Restricted Stock Units	⁽¹¹⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	14405		14405	D
Restricted Stock Units	⁽¹¹⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	20347		20347	D
Restricted Stock Units	⁽¹¹⁾							⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	13479		13479	D

Explanation of Responses:
(1)	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.
(2)	This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
(3)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.00 to $260.31 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.
(4)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.00 to $254.30 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.
(5)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.00 to $260.975 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.
(6)	The shares subject to the option are fully vested and 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 through each vesting 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 through each vesting 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 through each vesting date.
(10)	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 through each vesting date.
(11)	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
(12)	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.
(13)	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.
(14)	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.
(15)	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.

Remarks:
Executive Vice Chairperson of the Board and Chief Operating Officer

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kerrest Jacques Frederic C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO, CA 94105	X		See Remarks