0001209191-20-037314.txt : 20200617 0001209191-20-037314.hdr.sgml : 20200617 20200617170419 ACCESSION NUMBER: 0001209191-20-037314 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200615 FILED AS OF DATE: 20200617 DATE AS OF CHANGE: 20200617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kerrest Jacques Frederic CENTRAL INDEX KEY: 0001700842 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38044 FILM NUMBER: 20970411 MAIL ADDRESS: STREET 1: C/O OKTA, INC. STREET 2: 301 BRANNAN STREET 1ST FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Okta, Inc. CENTRAL INDEX KEY: 0001660134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 264175727 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 100 FIRST STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 888-722-7871 MAIL ADDRESS: STREET 1: 100 FIRST STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-06-15 0 0001660134 Okta, Inc. OKTA 0001700842 Kerrest Jacques Frederic C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO CA 94105 1 1 0 0 See Remarks Class A Common Stock 2020-06-15 4 M 0 3087 0.00 A 10629 D Class A Common Stock 2020-06-16 4 S 0 1550 185.6219 D 9079 D Class A Common Stock 2020-06-15 4 M 0 2057 0.00 A 11136 D Class A Common Stock 2020-06-16 4 S 0 1033 185.6219 D 10103 D Class A Common Stock 2020-06-15 4 M 0 391 0.00 A 10494 D Class A Common Stock 2020-06-16 4 S 0 197 185.6219 D 10297 D Restricted Stock Units 2020-06-15 4 M 0 3087 0.00 D Class A Common Stock 3087 21613 D Restricted Stock Units 2020-06-15 4 M 0 2057 0.00 D Class A Common Stock 2057 22637 D Restricted Stock Units 2020-06-15 4 M 0 391 0.00 D Class A Common Stock 391 1909 D Class B Common Stock Class A Common Stock 1622745 1622745 I By Trust Class B Common Stock Class A Common Stock 299042 299042 I By Trust Employee Stock Option (Right to Buy) 1.40 2023-08-29 Class B Common Stock 75000 75000 D Employee Stock Option (Right to Buy) 3.11 2024-08-26 Class B Common Stock 75000 75000 D Employee Stock Option (Right to Buy) 7.17 2025-08-27 Class B Common Stock 250000 250000 D Employee Stock Option (Right to Buy) 8.97 2026-07-29 Class B Common Stock 1000000 1000000 D Employee Stock Option (Right to Buy) 39.21 2028-03-21 Class A Common Stock 114000 114000 D Employee Stock Option (Right to Buy) 82.16 2029-03-24 Class A Common Stock 71547 71547 D Employee Stock Option (Right to Buy) 142.47 2030-04-14 Class A Common Stock 62511 62511 D Restricted Stock Units Class A Common Stock 29595 29595 D 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. 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 $182.15 to $189.41, 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. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. 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. 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. 17% of the shares underlying the RSU vested on June 15, 2020, 33% of the shares underlying the RSU shall vest on September 15, 2020, 39% of the shares underlying the RSU shall vest on December 15, 2020, and the remaining 11% of the shares underlying the RSU shall vest on March 15, 2021, subject to the Reporting Person's continuous employment with the Issuer on each such date. 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. The shares subject to the option are fully vested and exercisable by the Reporting Person. 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. 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. 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. 25% of the shares subject to the option shall vest 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. 25% of the shares underlying the RSU shall vest 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. Executive Vice Chairperson of the Board and Chief Operating Officer /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 2020-06-17