Palantir Technologies Inc. — Director's Dealing 2020

Nov 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2020-11-16

Reporting Person: Taylor Ryan D. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-16	Class A Common Stock	C	132931	$0.00	Acquired	2031095	Direct
2020-11-16	Class A Common Stock	S	226548	$15.88	Disposed	1804547	Direct
2020-11-16	Class A Common Stock	S	40498	$16.0403	Disposed	1764049	Direct
2020-11-17	Class A Common Stock	C	3399	$0.00	Acquired	1767448	Direct
2020-11-17	Class A Common Stock	C	129532	$0.00	Acquired	1896980	Direct
2020-11-17	Class A Common Stock	S	132931	$18.0047	Disposed	1764049	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-16	Employee Stock Option (Right to buy)	$3.25	M	132931	Disposed	2023-10-16	Class B Common Stock (132931)	Direct
2020-11-16	Class B Common Stock	$3.25	M	132931	Acquired		Class A Common Stock (132931)	Direct
2020-11-16	Class B Common Stock	$	C	132931	Disposed		Class A Common Stock (132931)	Direct
2020-11-17	Employee Stock Option (Right to buy)	$3.25	M	3399	Disposed	2023-10-16	Class B Common Stock (3399)	Direct
2020-11-17	Class B Common Stock	$3.25	M	3399	Acquired		Class A Common Stock (3399)	Direct
2020-11-17	Class B Common Stock	$	C	3399	Disposed		Class A Common Stock (3399)	Direct
2020-11-17	Employee Stock Option (Right to buy)	$4.72	M	129532	Disposed	2030-06-03	Class B Common Stock (129532)	Direct
2020-11-17	Class B Common Stock	$4.72	M	129532	Acquired		Class A Common Stock (129532)	Direct
2020-11-17	Class B Common Stock	$	C	129532	Disposed		Class A Common Stock (129532)	Direct

Footnotes

F1: This transaction is part of a related series of transactions undertaken on November 16, 2020 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 134,115 shares of Class A Common Stock held prior to the option exercise.

F2: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $15.02 to $16.01. 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 $16.01 to $16.09. 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 17, 2020 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.

F5: 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 $18.04. The price reported above reflects the weighted average sale price of those trades. 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: All of the shares subject to the option are fully vested and exercisable as of the date hereof.

F7: 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.