Palantir Technologies Inc. — Director's Dealing 2020

Dec 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2020-11-30

Reporting Person: THIEL PETER (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-30	Class A Common Stock	C	14487124	$0.00	Acquired	14530420	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-30	Class B Common Stock	$	C	14487124	Disposed		Class A Common Stock (14487124)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2088743	Direct
Class A Common Stock	241227	Indirect
Class A Common Stock	3276826	Indirect
Class A Common Stock	97851188	Indirect
Class A Common Stock	53487	Indirect
Class A Common Stock	268840	Indirect
Class A Common Stock	1954631	Indirect
Class A Common Stock	1644373	Indirect
Class A Common Stock	680815	Indirect
Class A Common Stock	38229	Indirect
Class A Common Stock	1157	Indirect
Class A Common Stock	1891	Indirect
Class A Common Stock	91	Indirect
Class A Common Stock	2	Indirect
Class A Common Stock	33	Indirect
Class A Common Stock	24	Indirect

Footnotes

F1: This transaction represents the conversion of Class B Common Stock into Class A Common Stock. The transaction was conducted in compliance with the Issuer's lock-up terms.

F2: These shares are held of record by Mithril PAL-SPV 1, LLC ("Mithril"). The Reporting Person is the Chairman of the Investment Committee of Mithril GP LLC, the General Partner of Mithril LP, which, in turn, owns Mithril. The Reporting Person may be deemed to have beneficial ownership over the securities held by Mithril. The Reporting Person disclaims beneficial ownership of the shares held by Mithril except to the extent of his pecuniary interest therein.

F3: These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F4: These shares are held of record by FF4 Investment LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by FF4 Investment LLC. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F5: These shares are held of record by PLTR Holdings LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by PLTR Holdings LLC. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F6: These shares are held of record by Rivendell 7 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 7 LLC. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F7: These shares are held of record by Rivendell 25 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 25 LLC. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F8: These shares are held of record by STS Holdings II LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by STS Holdings II LLC. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F9: These shares are held of record by Clarium L.P. ("Clarium"). The Reporting Person is the President of Clarium Capital Management, LLC, which is the general partner of Clarium. The Reporting Person may be deemed to have beneficial ownership over the securities held by Clarium. The Reporting Person disclaims beneficial ownership of the shares held by Clarium except to the extent of his pecuniary interest therein. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F10: These shares are held of record by PT Ventures, LLC ("PTV"), of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership over the securities held by PTV. The Reporting Person disclaims beneficial ownership of the shares held by PTV except to the extent of his pecuniary interest therein. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F11: These shares are held of record by Thiel Capital LLC, of which the Reporting Person is the Manager. The Reporting Person has beneficial ownership over the securities held by Thiel Capital LLC. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F12: These shares are held of record by The Founders Fund II, LP ("FF-II"). The Reporting Person is one of the managing members of The Founders Fund II Management, LLC ("FFIIM"), which is the general partner of FF-II. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-II. The Reporting Person disclaims beneficial ownership over the shares held by FF-II except to the extent of his pecuniary interest therein. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F13: These shares are held of record by The Founders Fund II Entrepreneurs Fund, LP ("FF-IIE"). The Reporting Person is one of the managing members of FFIIM, which is the general partner of FF-IIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIE except to the extent of his pecuniary interest therein. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F14: These shares are held of record by The Founders Fund II Principals Fund, LP ("FF-IIP"). The Reporting Person is one of the managing members of FFIIM, which is the general partner of FF-IIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIP except to the extent of his pecuniary interest therein. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F15: These shares are held of record by The Founders Fund III, LP ("FF-III"). The Reporting Person is one of the managing members of The Founders Fund III Management, LLC ("FFIIIM"), which is the general partner of FF-III. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-III. The Reporting Person disclaims beneficial ownership over the shares held by FF-III except to the extent of his pecuniary interest therein. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F16: These shares are held of record by The Founders Fund III Entrepreneurs Fund, LP ("FF-IIIE"). The Reporting Person is one of the managing members of FFIIIM, which is the general partner of FF-IIIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIIE except to the extent of his pecuniary interest therein. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F17: These shares are held of record by The Founders Fund III Principals Fund, LP ("FF-IIIP"). The Reporting Person is one of the managing members of FFIIIM, which is the general partner of FF-IIIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIIP except to the extent of his pecuniary interest therein. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F18: These shares are held of record by FF Pathfinder VI, LLC ("FF Pathfinder"). The Reporting Person is one of the managing members of The Founders Fund VI Management, LLC, which is the managing member of FF Pathfinder. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF Pathfinder. The Reporting Person disclaims beneficial ownership over the shares held by FF Pathfinder except to the extent of his pecuniary interest therein. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.

F19: The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.