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: Cohen Stephen Andrew (Director, President and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-30	Class A Common Stock	C	1000000	$0.00	Acquired	3402647	Direct
2020-09-30	Class A Common Stock	S	1000000	$10.00	Disposed	2402647	Direct
2020-10-01	Class A Common Stock	C	1000000	$0.00	Acquired	3402647	Direct
2020-10-01	Class A Common Stock	S	1000000	$9.4221	Disposed	2402647	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-30	Restricted Stock Units	$	A	13500000	Acquired	2026-05-20	Class B Common Stock (13500000)	Direct
2020-09-30	Employee Stock Option (Right to buy)	$1.10	M	1000000	Disposed	2021-07-27	Class B Common Stock (1000000)	Direct
2020-09-30	Class B Common Stock	$	M	1000000	Acquired		Class A Common Stock (1000000)	Direct
2020-09-30	Class B Common Stock	$	C	1000000	Disposed		Class A Common Stock (1000000)	Direct
2020-09-30	Growth Units	$	A	826771	Acquired		Class A Common Stock ()	Direct
2020-10-01	Employee Stock Option (Right to buy)	$1.10	M	1000000	Disposed	2021-07-27	Class B Common Stock (1000000)	Direct
2020-10-01	Class B Common Stock	$	M	1000000	Acquired		Class A Common Stock (1000000)	Direct
2020-10-01	Class B Common Stock	$	C	1000000	Disposed		Class A Common Stock (1000000)	Direct

Footnotes

F1: Represents the conversion of Class B Common Stock into Class A Common Stock.

F2: This transaction was executed in multiple trades at prices ranging from $9.25 to $9.64. 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.

F3: These securities are restricted stock units ("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.

F4: 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.

F5: 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.

F6: All of the shares subject to the option are fully vested and exercisable as of the date hereof.

F7: These securities are Growth Units granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each Growth Unit represents a contingent right to receive shares of the Issuer's Class A Common Stock, such number of shares to be determined on the basis of a conversion methodology based on a formula related to the applicable fair market value under such formula and applicable hurdles applicable to the award set out more fully in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act").

F8: The performance-based vesting condition of these previously granted growth units was satisfied upon the listing and public trading of the Issuer's Class A Common Stock. The shares subject to the growth units shall vest on March 29, 2021, subject to the Reporting Person continuing as a service provider through such date. If the continued service vesting requirement is not satisfied, the vesting will be determined based on alternative methodology set out in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act.

F9: There is no expiration date for the Growth Units.

F10: The number of shares into which each Growth Unit will convert will be determined on the basis of a conversion methodology set out in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act.