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: Long Matthew A. (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-30	Class A Common Stock	A	1313410	$0.00	Acquired	1313410	Direct
2020-09-30	Class A Common Stock	S	278993	$9.7566	Disposed	1034417	Direct
2020-09-30	Class A Common Stock	S	136050	$10.6535	Disposed	898367	Direct
2020-09-30	Class A Common Stock	S	24361	$11.2158	Disposed	874006	Direct
2020-10-01	Class A Common Stock	C	200	$0.00	Acquired	874206	Direct
2020-10-01	Class A Common Stock	C	139800	$0.00	Acquired	1014006	Direct
2020-10-01	Class A Common Stock	S	140000	$9.90	Disposed	874006	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-01	Employee Stock Option (Right to buy)	$1.50	M	200	Disposed	2021-12-19	Class B Common Stock (200)	Direct
2020-10-01	Class B Common Stock	$	M	200	Acquired		Class A Common Stock (200)	Direct
2020-10-01	Class B Common Stock	$	C	200	Disposed		Class A Common Stock (200)	Direct
2020-10-01	Employee Stock Option (Right to buy)	$2.70	M	139800	Disposed	2022-07-02	Class B Common Stock (139800)	Direct
2020-10-01	Class B Common Stock	$	M	139800	Acquired		Class A Common Stock (139800)	Direct
2020-10-01	Class B Common Stock	$	C	139800	Disposed		Class A Common Stock (139800)	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 conversion of Class B Common Stock into Class A Common Stock.

F7: All of the shares subject to the option are fully vested and exercisable as of the date hereof.

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.