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: Karp Alexander C. (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-22	Class A Common Stock	C	400166	—	Acquired	6832424	Direct
2021-11-22	Class A Common Stock	S	289971	$20.7503	Disposed	6542453	Direct
2021-11-22	Class A Common Stock	S	5712	$21.4476	Disposed	6536741	Direct
2021-11-23	Class A Common Stock	S	104483	$20.3639	Disposed	6432258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-22	Class B Common Stock	$	C	400166	Disposed		Class A Common Stock (400166)	Direct
2021-11-24	Employee Stock Option (Right to buy)	$0.85	M	1915863	Disposed	2021-12-03	Class B Common Stock (1915863)	Direct
2021-11-24	Class B Common Stock	$0.85	M	1915863	Acquired		Class A Common Stock (1915863)	Direct

Footnotes

F1: This transaction is part of a related series of transactions. The Reporting Person converted 400,166 shares of Class B Common Stock to Class A Common Stock on November 22, 2021, immediately sold 295,683 shares of Class A Common Stock, and then sold 104,483 of the resulting shares of Class A Common Stock 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: 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 (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.

F4: 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 (3) 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 $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.

F6: This transaction is part of a related series of transactions undertaken on November 24, 2021. The Reporting Person exercised 1,915,863 vested Class B Common Stock options that are expiring on December 3, 2021 and held the resulting shares of Class B Common Stock, resulting in a net increase in the number of shares of Class B Common Stock held as of the transaction date.

F7: The options exercised in this transaction were fully vested and exercisable as of the transaction date.