Filing Details
- Accession Number:
- 0001209191-23-059207
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-12-19 17:05:59
- Reporting Period:
- 2023-12-15
- Accepted Time:
- 2023-12-19 17:05:59
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1660134 | Okta Inc. | OKTA | Services-Prepackaged Software (7372) | 264175727 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1700842 | Frederic Jacques Kerrest | C/O Okta, Inc. 100 First St, Suite 600 San Francisco CA 94105 | Yes | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2023-12-15 | 2,058 | $0.00 | 2,659 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2023-12-18 | 754 | $83.33 | 1,905 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2023-12-15 | 1,849 | $0.00 | 3,754 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2023-12-18 | 626 | $83.33 | 3,128 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2023-12-15 | 843 | $0.00 | 3,971 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2023-12-18 | 282 | $83.33 | 3,689 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2023-12-19 | 8,800 | $0.00 | 0 | No | 4 | G | Indirect | By Trust |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | G | Indirect | By Trust |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Restricted Stock Units | Disposition | 2023-12-15 | 2,058 | $0.00 | 2,058 | $0.00 |
| Class A Common Stock | Restricted Stock Units | Disposition | 2023-12-15 | 1,849 | $0.00 | 1,849 | $0.00 |
| Class A Common Stock | Restricted Stock Units | Disposition | 2023-12-15 | 843 | $0.00 | 843 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 2,058 | No | 4 | M | Direct | ||
| 9,249 | No | 4 | M | Direct | ||
| 7,582 | No | 4 | M | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 1,153,387 | 1,153,387 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 115,376 | 115,376 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 257,668 | 257,668 | Indirect | ||
| Class B Common Stock | Employee Stock Option (Right to Buy) | $3.11 | 2024-08-26 | 12,707 | 12,707 | Direct | |
| Class B Common Stock | Employee Stock Option (Right to Buy) | $7.17 | 2025-08-27 | 235,953 | 235,953 | Direct | |
| Class B Common Stock | Employee Stock Option (Right to Buy) | $8.97 | 2026-07-29 | 988,852 | 988,852 | Direct | |
| Class A Common Stock | Employee Stock Option (Right to Buy) | $39.21 | 2028-03-21 | 114,000 | 114,000 | Direct | |
| Class A Common Stock | Employee Stock Option (Right to Buy) | $82.16 | 2029-03-24 | 71,547 | 71,547 | Direct | |
| Class A Common Stock | Employee Stock Option (Right to Buy) | $142.47 | 2030-04-14 | 41,673 | 41,673 | Direct | |
| Class A Common Stock | Employee Stock Option (Right to Buy) | $274.96 | 2031-04-21 | 13,263 | 13,263 | Direct | |
| Class A Common Stock | Employee Stock Option (Right to Buy) | $274.96 | 2031-04-21 | 26,527 | 26,527 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 1,153,387 | 1,153,387 | Indirect | |
| 115,376 | 115,376 | Indirect | |
| 257,668 | 257,668 | Indirect | |
| 2024-08-26 | 12,707 | 12,707 | Direct |
| 2025-08-27 | 235,953 | 235,953 | Direct |
| 2026-07-29 | 988,852 | 988,852 | Direct |
| 2028-03-21 | 114,000 | 114,000 | Direct |
| 2029-03-24 | 71,547 | 71,547 | Direct |
| 2030-04-14 | 41,673 | 41,673 | Direct |
| 2031-04-21 | 13,263 | 13,263 | Direct |
| 2031-04-21 | 26,527 | 26,527 | Direct |
Footnotes
- 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 $82.55 to $84.12, 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 with regard to the block trade.
- The transaction reported involved a gift by the Trust of 8,800 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Family Foundation, a donor advised fund.
- 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, 2020, 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.
- As previously disclosed in the Issuer's Form 8-Ks filed with the Securities and Exchange Commission on August 31, 2022 and August 30, 2023, the Reporting Person was on sabbatical from November 1, 2022 through October 31, 2023, during which time the vesting of the Reporting Person's equity awards, including the stock options and RSUs reported in this Form 4, were tolled; however, such equity awards remained outstanding in accordance with their terms. Following the conclusion of the Reporting Person's sabbatical, the Reporting Person did not return as an employee, but continues to serve as a member of the Company's board of directors as Vice Chairman. In connection with the foregoing, the Reporting Person agreed to forfeit 76,549 stock options that are out of the money, and his remaining RSUs and stock options continue to vest in accordance with their original terms.
- 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.
- 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.
- 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.
- 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 service with the Issuer through each vesting date.
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