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: Cohen Stephen Andrew (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-20	Class A Common Stock	C	345018	—	Acquired	345610	Direct
2021-08-20	Class A Common Stock	S	345018	$23.9404	Disposed	592	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-20	Restricted Stock Units	$	M	675000	Disposed	2026-05-20	Class B Common Stock (675000)	Direct
2021-08-20	Class B Common Stock	$	M	675000	Acquired		Class A Common Stock (675000)	Direct
2021-08-20	Class B Common Stock	$	C	345018	Disposed		Class A Common Stock (345018)	Direct

Footnotes

F1: This transaction is part of a related series of transactions undertaken on August 20, 2021. The Reporting Person acquired 675,000 shares of Class B Common Stock upon incremental vesting of restricted stock units ("RSUs"), converted 345,018 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: 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.

F5: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.