Palantir Technologies Inc. — Director's Dealing 2020

Nov 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2020-11-20

Reporting Person: Sankar Shyam (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-20	Class A Common Stock	S	119444	$18.4266	Disposed	3141508	Direct
2020-11-20	Class A Common Stock	S	23900	$19.2081	Disposed	3117608	Direct
2020-11-23	Class A Common Stock	C	500000	$0.00	Acquired	3617608	Direct
2020-11-23	Class A Common Stock	S	500000	$20.0012	Disposed	3117608	Direct
2020-11-24	Class A Common Stock	C	100000	$0.00	Acquired	3217608	Direct
2020-11-24	Class A Common Stock	S	100000	$22.50	Disposed	3117608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-23	Employee Stock Option (Right to buy)	$4.72	M	500000	Disposed	2030-06-03	Class B Common Stock (500000)	Direct
2020-11-23	Class B Common Stock	$4.72	M	500000	Acquired		Class A Common Stock (500000)	Direct
2020-11-23	Class B Common Stock	$	C	500000	Disposed		Class A Common Stock (500000)	Direct
2020-11-24	Employee Stock Option (Right to buy)	$4.72	M	100000	Disposed	2030-06-03	Class B Common Stock (100000)	Direct
2020-11-24	Class B Common Stock	$4.72	M	100000	Acquired		Class A Common Stock (100000)	Direct
2020-11-24	Class B Common Stock	$	C	100000	Disposed		Class A Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	850000	Indirect
Class A Common Stock	25048	Indirect

Footnotes

F1: This transaction represents an automatic sale of share to cover required tax withholding obligations in connection with the vesting of restricted stock units. All sales were conducted in compliance with the Issuer's lock-up terms.

F2: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $18.00 to $18.995. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F3: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $19.00 to $19.63. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (2) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F4: This transaction is part of a related series of transactions undertaken on November 23, 2020 and conducted in compliance with the Issuer's lock-up terms. The Reporting Person exercised vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market.

F5: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.00 to $20.015. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F6: This transaction is part of a related series of transactions undertaken on November 24, 2020 and conducted in compliance with the Issuer's lock-up terms. The Reporting Person exercised vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market.

F7: These shares are held of record by Shyam Sankar, Trustee of The Shyam Sankar 2020 Annuity Trust u/a/d 7/14/2020 (the "Annuity Trust"). 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. The Reporting Person disclaims beneficial ownership of the shares held by the Annuity Trust, except to the extent of his pecuniary interest therein.

F8: These shares are held of record by Shyam Sankar, Co-Trustee of the Sankar Irrevocable Remainder Trust u/a/d 4/20/2020 (the "Remainder Trust"). 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.The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.

F9: The options exercised in this transaction were fully vested and exercisable as of the transaction date.

F10: 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.