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: Taylor Ryan D. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-20	Class A Common Stock	S	77992	$18.4266	Disposed	1686057	Direct
2020-11-20	Class A Common Stock	S	15606	$19.2081	Disposed	1670451	Direct
2020-11-23	Class A Common Stock	C	132931	$0.00	Acquired	1803382	Direct
2020-11-23	Class A Common Stock	S	183171	$19.9954	Disposed	1620211	Direct
2020-11-23	Class A Common Stock	S	39277	$20.942	Disposed	1580934	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	132931	Disposed	2030-06-03	Class B Common Stock (132931)	Direct
2020-11-23	Class B Common Stock	$4.72	M	132931	Acquired		Class A Common Stock (132931)	Direct
2020-11-23	Class B Common Stock	$	C	132931	Disposed		Class A Common Stock (132931)	Direct

Footnotes

F1: This transaction represents an automatic sale of shares 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 and with the Reporting Person's preexisting Rule 10b5-1 trading plan.

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: The indicated transactions are related and represent one series of transactions undertaken pursuant to a preexisting Rule 10b5-1 trading plan 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, along with 89,517 shares of Class A Common Stock resulting from the vesting of restricted stock units referenced in footnote (1).

F5: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $19.53 to $20.49. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (6) 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.

F6: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.53 to $21.44. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (5) 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.

F7: The options exercised in this transaction were fully vested and exercisable as of the transaction date.

F8: 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.