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: Karp Alexander C. (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-20	Class A Common Stock	C	398655	—	Acquired	6830913	Direct
2021-08-20	Class A Common Stock	S	398655	$23.9404	Disposed	6432258	Direct
2021-08-20	Class A Common Stock	C	638629	—	Acquired	7070887	Direct
2021-08-20	Class A Common Stock	S	638629	$23.9338	Disposed	6432258	Direct
2021-08-23	Class A Common Stock	C	638629	—	Acquired	7070887	Direct
2021-08-23	Class A Common Stock	S	638629	$24.6273	Disposed	6432258	Direct
2021-08-24	Class A Common Stock	C	1214974	—	Acquired	7647232	Direct
2021-08-24	Class A Common Stock	S	1214974	$25.144	Disposed	6432258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-20	Restricted Stock Units	$	M	877500	Disposed	2031-05-20	Class B Common Stock (877500)	Direct
2021-08-20	Class B Common Stock	$	M	877500	Acquired		Class A Common Stock (877500)	Direct
2021-08-20	Restricted Stock Units	$	M	97500	Disposed	2031-05-20	Class B Common Stock (97500)	Direct
2021-08-20	Class B Common Stock	$	M	97500	Acquired		Class A Common Stock (97500)	Direct
2021-08-20	Class B Common Stock	$	C	398655	Disposed		Class A Common Stock (398655)	Direct
2021-08-20	Employee Stock Option (Right to buy)	$0.103	M	638629	Disposed	2021-12-03	Class B Common Stock (638629)	Direct
2021-08-20	Class B Common Stock	$0.103	M	638629	Acquired		Class A Common Stock (638629)	Direct
2021-08-20	Class B Common Stock	$	C	638629	Disposed		Class A Common Stock (638629)	Direct
2021-08-23	Employee Stock Option (Right to buy)	$0.103	M	2554516	Disposed	2021-12-03	Class B Common Stock (2554516)	Direct
2021-08-23	Class B Common Stock	$0.103	M	2554516	Acquired		Class A Common Stock (2554516)	Direct
2021-08-23	Class B Common Stock	$	C	638629	Disposed		Class A Common Stock (638629)	Direct
2021-08-24	Employee Stock Option (Right to buy)	$0.103	M	638629	Disposed	2021-12-03	Class B Common Stock (638629)	Direct
2021-08-24	Class B Common Stock	$0.103	M	638629	Acquired		Class A Common Stock (638629)	Direct
2021-08-24	Class B Common Stock	$	C	1214974	Disposed		Class A Common Stock (1214974)	Direct

Footnotes

F1: This transaction is part of a related series of transactions undertaken on August 20, 2021. The Reporting Person acquired an aggregate of 975,000 shares of Class B Common Stock upon incremental vesting of restricted stock units ("RSUs"), converted 398,655 of the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock 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: This transaction is part of a related series of transactions undertaken on August 20, 2021 pursuant to a preexisting Rule 10b5-1 trading plan. The Reporting Person exercised 638,629 vested Class B Common Stock options that are expiring on December 3, 2021, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market.

F5: 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 $24.44. 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 23, 2021. The Reporting Person exercised 638,629 vested Class B Common Stock options that are expiring on December 3, 2021, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock, all pursuant to a preexisting Rule 10b5-1 trading plan. The Reporting Person also exercised an additional 1,915,887 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: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $24.07 to $24.92. 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: This transaction is part of a related series of transactions undertaken on August 24, 2021 pursuant to a preexisting Rule 10b5-1 trading plan. The Reporting Person exercised 638,629 vested Class B Common Stock options that are expiring on December 3, 2021, converted the resulting shares of Class B Common Stock to Class A Common Stock along with 576,345 shares resulting from the vesting of RSUs described in footnote (1), and immediately sold all the resulting shares of Class A Common Stock in the open market.

F9: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $24.79 to $25.34. 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.

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.

F12: These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

F13: The options exercised in this transaction were fully vested and exercisable as of the transaction date.