Palantir Technologies Inc. — Director's Dealing 2020

Oct 3, 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: Taylor Ryan D. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-30	Class A Common Stock	A	2611664	$0.00	Acquired	2611664	Direct
2020-09-30	Class A Common Stock	S	433979	$9.7566	Disposed	2177685	Direct
2020-09-30	Class A Common Stock	S	211628	$10.6535	Disposed	1966057	Direct
2020-09-30	Class A Common Stock	S	37893	$11.2158	Disposed	1928164	Direct
2020-09-30	Class A Common Stock	C	14500	$0.00	Acquired	1942644	Direct
2020-09-30	Class A Common Stock	S	10000	$9.6003	Disposed	1932644	Direct
2020-09-30	Class A Common Stock	S	4500	$10.70	Disposed	1928164	Direct
2020-10-01	Class A Common Stock	C	43588	$0.00	Acquired	1971752	Direct
2020-10-01	Class A Common Stock	S	73588	$9.9152	Disposed	1898164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-30	Employee Stock Option (Right to buy)	$3.25	M	14500	Disposed	2023-10-16	Class B Common Stock (14500)	Direct
2020-09-30	Class B Common Stock	$	M	14500	Acquired		Class A Common Stock (14500)	Direct
2020-09-30	Class B Common Stock	$	C	14500	Disposed		Class A Common Stock (14500)	Direct
2020-10-01	Employee Stock Option (Right to buy)	$3.25	M	43588	Disposed	2023-10-16	Class B Common Stock (43588)	Direct
2020-10-01	Class B Common Stock	$	M	43588	Acquired		Class A Common Stock (43588)	Direct
2020-10-01	Class B Common Stock	$	C	43588	Disposed		Class A Common Stock (43588)	Direct

Footnotes

F1: These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the applicable time-based vesting schedule and conditions of each RSU and the Reporting Person continuing as a service provider through each applicable vesting date. The performance condition of these previously granted RSUs was satisfied upon the listing and public trading of the Issuer's Class A Common Stock.

F2: A portion of these shares was sold to cover tax withholding obligations in connection with the vesting of RSUs.

F3: This transaction was executed in multiple trades at prices ranging from $9.12 to $10.115. 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.

F4: This transaction was executed in multiple trades at prices ranging from $10.12 to $11.11. 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.

F5: This transaction was executed in multiple trades at prices ranging from $11.12 to $11.41. 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: Represents the conversion of Class B Common Stock to Class A Common Stock.

F7: This transaction was executed in multiple trades at prices ranging from $9.60 to $9.61. 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.

F8: This transaction was executed in multiple trades at prices ranging from $9.52 to $10.07. 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.

F9: All of the shares subject to the option are fully vested and exercisable as of the date hereof.

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.