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: Sankar Shyam (Chief Operating Officer & EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-30	Class A Common Stock	A	4210115	$0.00	Acquired	5666667	Direct
2020-09-30	Class A Common Stock	S	892540	$9.7566	Disposed	4774127	Direct
2020-09-30	Class A Common Stock	S	435242	$10.6535	Disposed	4338885	Direct
2020-09-30	Class A Common Stock	S	77933	$11.2158	Disposed	4260952	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-30	Restricted Stock Units	$	A	7500000	Acquired	2026-05-20	Class B Common Stock (7500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	850000	Indirect
Class A Common Stock	225048	Indirect

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: 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"). The Reporting Person disclaims beneficial ownership of the shares held by the Annuity Trust, except to the extent of his pecuniary interest therein.

F7: 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"). The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.

F8: These securities are RSUs granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

F9: The performance condition of these previously granted RSUs was satisfied upon the listing and public trading of the Issuer's Class A Common Stock. 1/20th of the shares subject to the RSUs shall vest on August 20, 2021 and each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such 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.