Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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

1. Name and Address of Reporting Person ^* Losch William E	2. Issuer Name and Ticker or Trading Symbol Okta, Inc. [ OKTA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer
(Last) (First) (Middle) C/O OKTA, INC., 100 FIRST ST, SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 10/14/2019
(Street) SAN FRANCISCO, CA 94105 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	10/14/2019		C⁽¹⁾		20000	A	$0.00	31464	D
Class A Common Stock	10/14/2019		S⁽²⁾		12231	D	$116.0568 ⁽³⁾	19233	D
Class A Common Stock	10/14/2019		S⁽²⁾		2400	D	$117.3821 ⁽⁴⁾	16833	D
Class A Common Stock	10/14/2019		S⁽²⁾		4469	D	$118.1771 ⁽⁵⁾	12364	D
Class A Common Stock	10/14/2019		S⁽²⁾		800	D	$119.0088 ⁽⁶⁾	11564	D
Class A Common Stock	10/14/2019		S⁽²⁾		100	D	$120.12	11464	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$8.97	10/14/2019		M			20000	⁽⁷⁾	7/29/2026	Class B Common Stock	20000	$0.00	254736	D
Class B Common Stock	⁽¹⁾	10/14/2019		M		20000		⁽¹⁾	⁽¹⁾	Class A Common Stock	20000	$0.00	20000	D
Class B Common Stock	⁽¹⁾	10/14/2019		C ⁽¹⁾			20000	⁽¹⁾	⁽¹⁾	Class A Common Stock	20000	$0.00	0	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	450886		450886	I	By Trust
Employee Stock Option (Right to Buy)	$1.40							⁽⁸⁾	8/29/2023	Class B Common Stock	106820		106820	D
Employee Stock Option (Right to Buy)	$39.21							⁽⁹⁾	3/21/2028	Class A Common Stock	81500		81500	D
Employee Stock Option (Right to Buy)	$82.16							⁽¹⁰⁾	3/24/2029	Class A Common Stock	45530		45530	D
Restricted Stock Units	⁽¹¹⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	22063		22063	D
Restricted Stock Units	⁽¹¹⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	20953		20953	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 previously adopted by the Reporting Person.
(3)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.67 to $116.64 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to 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.
(4)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.77 to $117.76 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to 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.
(5)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.77 to $118.70 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to 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.
(6)	The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.78 to $119.45 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to 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.
(7)	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.
(8)	The shares subject to the option are fully vested and exercisable by the Reporting Person.
(9)	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 on each such date.
(10)	25% of the shares subject to the option shall vest 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.
(11)	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
(12)	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.
(13)	25% of the shares underlying the RSU shall vest 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Losch William E C/O OKTA, INC. 100 FIRST ST, SUITE 600 SAN FRANCISCO, CA 94105			Chief Financial Officer

Signatures
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person		10/16/2019
^**Signature of Reporting Person		Date

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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).
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