Palantir Technologies Inc. — Director's Dealing 2020

Sep 23, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2020-09-22

Reporting Person: Cohen Stephen Andrew (Director, President and Secretary)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2402647	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (12034023)		Direct
Class F Common Stock	$		Class B Common Stock (335000)		Indirect
Employee Stock Option (Right to buy)	$1.10	2021-07-27	Class B Common Stock (4840000)		Direct
Employee Stock Option (Right to buy)	$4.72	2030-06-08	Class B Common Stock (12401568)		Direct
Employee Stock Option (Right to buy)	$11.38	2032-08-20	Class B Common Stock (13500000)		Direct

Footnotes

F1: 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.

F2: The Class F Common Stock is convertible into the Issuer's Class B Common Stock on a 1-for-1 basis and has no expiration date. 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.

F3: These shares are held of record by the voting trust established pursuant to the Voting Trust Agreement entered into among Alexander Karp, Peter Thiel, the Reporting Person and Wilmington Trust, National Association (the "Voting Trust"). The Reporting Person is a beneficiary of the Voting Trust and may be deemed to have beneficial ownership with respect to 335,000 shares of Class F Common Stock held in the Voting Trust.

F4: All of the shares subject to the option are fully vested and exercisable as of the date hereof.

F5: 5/9 of shares subject to the option were vested as of June 9, 2020. 1/72nd of shares subject to the option vested on July 3, 2020 and continue to vest each month thereafter until June 3, 2021, subject to the Reporting Person continuing as a service provider through such dates. 5/18 of shares subject to the option will vest on June 9, 2021, subject to the Reporting Person continuing as a service provider through such date. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

F6: 1/20th of the shares subject to the option 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.