Palantir Technologies Inc. — Director's Dealing 2021

Jul 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2021-06-28

Reporting Person: THIEL PETER (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-28	Class B Common Stock Warrant (Right to buy)	$6.13	X	4502447	Disposed	2022-11-20	Class B Common Stock (4502447)	Indirect
2021-06-28	Class B Common Stock	$	X	4502447	Acquired		Class A Common Stock (4502447)	Indirect
2021-06-28	Class B Common Stock	$	F	1171643	Disposed		Class A Common Stock (1171643)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	7072285	Direct
Class A Common Stock	3262	Indirect
Class A Common Stock	1108442	Indirect
Class A Common Stock	17502211	Indirect
Class A Common Stock	77851188	Indirect
Class A Common Stock	53487	Indirect
Class A Common Stock	268840	Indirect
Class A Common Stock	5028763	Indirect
Class A Common Stock	7255295	Indirect
Class A Common Stock	14530420	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (20849832)	20849832	Direct
Class B Common Stock	$		Class A Common Stock (2962961)	2962961	Indirect
Class B Common Stock	$		Class A Common Stock (2750050)	2750050	Indirect
Class B Common Stock	$		Class A Common Stock (2565601)	2565601	Indirect

Footnotes

F1: Share numbers have been adjusted to reflect changes in form of beneficial ownership for no consideration in transfers exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.

F2: 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.

F3: These shares are held of record by FF Pathfinder VI, LLC ("FF Pathfinder"). The Reporting Person is one of the managing members of The Founders Fund VI Management, LLC, which is the managing member of FF Pathfinder. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF Pathfinder. The Reporting Person disclaims beneficial ownership over the shares held by FF Pathfinder except to the extent of his pecuniary interest therein.

F4: These shares are held of record by FF4 Investment LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by FF4 Investment LLC.

F5: These shares are held of record by PLTR Holdings LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by PLTR Holdings LLC.

F6: These shares are held of record by Rivendell 7 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 7 LLC.

F7: These shares are held of record by Rivendell 25 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 25 LLC.

F8: These shares are held of record by STS Holdings II LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by STS Holdings II LLC.

F9: These shares are held of record by PT Ventures, LLC ("PTV"), of which the Reporting Person is the Managing Member. The Reporting Person has beneficial ownership over the securities held by PTV.

F10: These shares are held of record by Thiel Capital LLC, of which the Reporting Person is the Manager. The Reporting Person has beneficial ownership over the securities held by Thiel Capital LLC.

F11: These shares are held of record by Mithril PAL-SPV 1, LLC ("Mithril"). The Reporting Person is the Chairman of the Investment Committee of Mithril GP LP, the General Partner of Mithril LP, which, in turn, owns Mithril. The Reporting Person may be deemed to have beneficial ownership over the securities held by Mithril. The Reporting Person disclaims beneficial ownership of the shares held by Mithril except to the extent of his pecuniary interest therein.

F12: This transaction represents the cashless net exercise of a warrant in exchange for Class B Common Stock effected in compliance with a preexisting Rule 10b5-1 plan adopted by the holder.

F13: All of the shares underlying the warrant were fully vested and exercisable as of the date of the reported transaction.

F14: 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.

F15: This warrant is held by Mithril. The Reporting Person may be deemed to have beneficial ownership over the securities held by Mithril. The Reporting Person disclaims beneficial ownership of the securities held by Mithril except to the extent of his pecuniary interest therein.