Palantir Technologies Inc. — Director's Dealing 2021

Aug 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2021-08-20

Reporting Person: Sankar Shyam (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-20	Class A Common Stock	C	170970	—	Acquired	2730822	Direct
2021-08-20	Class A Common Stock	S	266865	$23.9404	Disposed	2463957	Direct
2021-08-23	Class A Common Stock	S	114435	$24.6487	Disposed	2349522	Direct
2021-08-24	Class A Common Stock	C	204030	—	Acquired	2553552	Direct
2021-08-24	Class A Common Stock	S	204030	$25.2006	Disposed	2349522	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-20	Restricted Stock Units	$	M	375000	Disposed	2026-05-20	Class B Common Stock (375000)	Direct
2021-08-20	Class B Common Stock	$	M	375000	Acquired		Class A Common Stock (375000)	Direct
2021-08-20	Class B Common Stock	$	C	170970	Disposed		Class A Common Stock (170970)	Direct
2021-08-24	Class B Common Stock	$	C	204030	Disposed		Class A Common Stock (204030)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	850000	Indirect
Class A Common Stock	225048	Indirect

Footnotes

F1: This transaction is part of a related series of transactions undertaken on August 20, 2021. The Reporting Person acquired 375,000 shares of Class B Common Stock upon incremental vesting of restricted stock units ("RSUs"), converted 170,970 of the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock along with 95,895 additional shares of Class A Common Stock acquired upon incremental vesting of RSUs in an automatic sale of shares to cover required tax withholding obligations in connection with the vesting of RSUs. All sales 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 $23.67 to $24.43. 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.

F4: The Reporting Person sold shares of Class A Common Stock in the open market pursuant to a preexisting Rule 10b5-1 trading plan.

F5: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $24.00 to $24.88. 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 August 24, 2021. The Reporting Person converted shares of Class B Common Stock resulting from the vesting of RSUs described in footnote (1) to Class A Common Stock and immediately sold the shares of Class A Common Stock in the open market.

F7: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $25.145 to $25.245. 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.

F8: These shares are held of record by Shyam Sankar, Trustee of The Shyam Sankar 2020 Annuity Trust u/a/d 7/14/2020 (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.

F9: 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.

F10: These securities are 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.

F11: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.