Statement of Changes in Beneficial Ownership (4)
June 17 2022 - 5:13PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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St. Ledger Susan |
2. Issuer Name and Ticker or Trading Symbol
Okta, Inc.
[
OKTA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ 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)
6/15/2022 |
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/15/2022 | | M | | 2695 | A | $0.00 | 38079 | D | |
Class A Common Stock | 6/16/2022 | | S(1) | | 1438 | D | $79.9734 (2) | 36641 | D | |
Class A Common Stock | 6/15/2022 | | M | | 2290 | A | $0.00 | 38931 | D | |
Class A Common Stock | 6/16/2022 | | S(1) | | 1222 | D | $79.9734 (2) | 37709 | D | |
Class A Common Stock | | | | | | | | 27 | I | By Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (3) | 6/15/2022 | | M | | | 2695 | (4) | (4) | Class A Common Stock | 2695 | $0.00 | 29652 | D | |
Restricted Stock Units | (3) | 6/15/2022 | | M | | | 2290 | (5) | (5) | Class A Common Stock | 2290 | $0.00 | 34351 | D | |
Restricted Stock Units | (3) | | | | | | | (6) | (6) | Class A Common Stock | 53913 | | 53913 | 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 $78.32 to $83.73, 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, 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. |
(5) | 6.25% of the shares underlying the RSU vested on June 15, 2022, 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) | 50% of the shares underlying the RSU vested on September 15, 2021 and the remaining shall vest on September 15, 2022, subject to the Reporting Person's continuous employment with the Issuer on each such date. |
Remarks: President, Worldwide Field Operations |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
St. Ledger Susan C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO, CA 94105 |
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| See Remarks |
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Signatures
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Larissa Schwartz, attorney-in-fact of the Reporting Person | | 6/17/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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