Palantir Technologies Inc. — Director's Dealing 2021

Nov 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2021-11-22

Reporting Person: Sankar Shyam (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-22	Class A Common Stock	C	171518	—	Acquired	2609929	Direct
2021-11-22	Class A Common Stock	S	194003	$20.7503	Disposed	2415926	Direct
2021-11-22	Class A Common Stock	S	3822	$21.4476	Disposed	2412104	Direct
2021-11-23	Class A Common Stock	S	69894	$20.3639	Disposed	2342210	Direct
2021-11-24	Class A Common Stock	C	203482	—	Acquired	2545692	Direct
2021-11-24	Class A Common Stock	S	317611	$21.0253	Disposed	2228081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-22	Class B Common Stock	$	C	171518	Disposed		Class A Common Stock (171518)	Direct
2021-11-24	Class B Common Stock	$	C	203482	Disposed		Class A Common Stock (203482)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	761111	Indirect
Class A Common Stock	225048	Indirect

Footnotes

F1: This transaction is part of a related series of transactions. The Reporting Person converted 171,518 shares of Class B Common Stock to Class A Common Stock on November 22, 2021. The resulting shares of Class A Common Stock, along with 96,201 additional shares of Class A Common Stock, were sold as follows: 197,825 shares on November 22, 2021 and 69,894 shares on November 23, 2021. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting of restricted stock units on November 20, 2021 and were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.

F2: 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: On August 26, 2021, 88,889 shares of Class A Common Stock were transferred from Shyam Sankar, Trustee of The Shyam Sankar 2020 Annuity Trust u/a/d 7/14/2020 (the "Annuity Trust"), to the Reporting Person. The number of shares beneficially owned reflects such transfer.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.19 to $21.185. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (5) for sales executed in other price ranges on the date indicated. 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 represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $21.19 to $21.52. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (4) for sales executed in other price ranges on the date indicated. 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: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.06 to $21.03. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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.

F7: This transaction is part of a related series of transactions. The Reporting Person converted 203,482 shares of Class B Common Stock to Class A Common Stock. The resulting shares of Class A Common Stock, along with 114,129 additional shares of Class A Common Stock, were sold in the open market pursuant to a pre-existing Rule 10b5-1 trading plan.

F8: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.795 to $21.12. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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: These shares are held of record by the Annuity Trust. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules. The Reporting Person disclaims beneficial ownership of the shares held by the Annuity Trust, except to the extent of his pecuniary interest therein.

F10: 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"). These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules. The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.