Palantir Technologies Inc. — Director's Dealing 2020

Oct 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2020-09-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-01	Class A Common Stock	S	418672	$9.7547	Disposed	268840	Indirect
2020-10-01	Class A Common Stock	S	1983906	$9.7547	Disposed	2088743	Direct
2020-10-01	Class A Common Stock	S	1908596	$9.7545	Disposed	1735083	Indirect
2020-10-01	Class A Common Stock	S	58836	$9.7545	Disposed	53487	Indirect
2020-10-02	Class A Common Stock	C	96116105	$0.00	Acquired	97851188	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-02	Class B Common Stock	$	C	96116105	Disposed		Class A Common Stock (96116105)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1954631	Indirect
Class A Common Stock	43296	Indirect
Class A Common Stock	241227	Indirect

Footnotes

F1: These shares are held of record by Clarium L.P. ("Clarium"). The Reporting Person is the President of Clarium Capital Management, LLC, which is 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.

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: Share numbers have been adjusted to reflect changes in beneficial ownership for no consideration in transfers exempt from Section 16 pursuant to Rule 16a-3 of the Securities Exchange Act of 1934, as amended.

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.

F5: This transaction was executed in multiple trades at prices ranging from $9.70 to $10.00. The price reported above reflects the weighted average sale price. 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: 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.

F7: 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.

F8: 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.

F9: Represents the conversion of Class B Common Stock into Class A Common Stock.

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.