Okta (OKTA) Form 3 Okta / Brett Tighe ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Tighe Brett

(Last) (First) (Middle)

C/O OKTA, INC.

100 FIRST ST, SUITE 600

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2021

3. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	1,250	I	By Trust
Class A Common Stock	17,919	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(1)	04/20/2025	Class B Common Stock	25,500	3.92	D
Employee Stock Option (Right to Buy)	(1)	06/01/2026	Class B Common Stock	23,546	8.73	D
Employee Stock Option (Right to Buy)	(1)	01/22/2027	Class B Common Stock	20,000	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	3,801	0.00	D
Restricted Stock Units	(4)	(4)	Class A Common Stock	4,199	0.00	D
Restricted Stock Units	(5)	(5)	Class A Common Stock	3,922	0.00	D
Restricted Stock Units	(6)	(6)	Class A Common Stock	6,225	0.00	D
Restricted Stock Units	(7)	(7)	Class A Common Stock	3,235	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

	Larissa Schwartz, attorney-in-fact of the Reporting Person	06/10/2021
	** 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 5 (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).
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