Okta Form 4 / Jacques Frederic Kerrest ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kerrest Jacques Frederic

(Last)

(First)

(Middle)

100 FIRST ST, SUITE 600

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/05/2025		C⁽¹⁾		65,000	A	$0	65,000	D
Class A Common Stock	02/05/2025		S⁽²⁾		65,000	D	$97.5	0	D
Class A Common Stock	02/05/2025		C⁽¹⁾		6,666	A	$0	6,666	I	By Trust
Class A Common Stock	02/05/2025		S⁽²⁾		6,666	D	$97.5	0	I	By Trust
Class A Common Stock	02/05/2025		C⁽¹⁾		3,333	A	$0	3,333	I	By Trust
Class A Common Stock	02/05/2025		S⁽²⁾		3,333	D	$97.5	0	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$8.97	02/05/2025		M			65,000	⁽³⁾	07/29/2026	Class B Common Stock	65,000	$0	338,852	D
Class B Common Stock	⁽¹⁾	02/05/2025		M		65,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	65,000	$0	65,000	D
Class B Common Stock	⁽¹⁾	02/05/2025		C⁽¹⁾			65,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	65,000	$0	0	D
Class B Common Stock	⁽¹⁾	02/05/2025		C⁽¹⁾			6,666	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,666	$0	191,008	I	By Trust
Class B Common Stock	⁽¹⁾	02/05/2025		C⁽¹⁾			3,333	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,333	$0	96,046	I	By Trust
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,139,387		1,139,387	I	By Trust
Employee Stock Option (Right to Buy)	$39.21							⁽³⁾	03/21/2028	Class A Common Stock	114,000		114,000	D
Employee Stock Option (Right to Buy)	$82.16							⁽³⁾	03/24/2029	Class A Common Stock	71,547		71,547	D
Employee Stock Option (Right to Buy)	$142.47							⁽³⁾	04/14/2030	Class A Common Stock	41,673		41,673	D
Employee Stock Option (Right to Buy)	$274.96							⁽³⁾	04/21/2031	Class A Common Stock	13,263		13,263	D
Employee Stock Option (Right to Buy)	$274.96							⁽³⁾	04/21/2031	Class A Common Stock	26,527		26,527	D
Restricted Stock Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,850		1,850	D
Restricted Stock Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,213		4,213	D
Restricted Stock Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,832		2,832	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 adopted by the Reporting Person on September 19, 2024.

3. The shares subject to the option are fully vested and exercisable by the Reporting Person.

4. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

5. 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 service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.

6. 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 service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.

7. The RSUs vest in full on the earlier of June 20, 2025 or the date immediately prior to the Issuer's next regular annual stockholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	02/07/2025
	** 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 Number.

Okta (OKTA) Form 4Okta / Jacques Frederic Kerrest ownership change