Palantir Technologies Inc. — Director's Dealing 2021

May 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2021-05-05

Reporting Person: THIEL PETER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-05	Class A Common Stock	M	3262	—	Acquired	3262	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-05	Class B Common Stock	$	A	3262	Acquired		Class A Common Stock (3262)	Indirect
2021-05-05	Class B Common Stock	$	M	3262	Disposed		Class A Common Stock (3262)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3844639	Direct
Class A Common Stock	3472220	Indirect
Class A Common Stock	19730330	Indirect
Class A Common Stock	596466	Indirect
Class A Common Stock	975652	Indirect
Class A Common Stock	16106210	Indirect
Class A Common Stock	294208	Indirect
Class A Common Stock	5720458	Indirect
Class A Common Stock	1083408	Indirect
Class A Common Stock	12050960	Indirect
Class A Common Stock	77851188	Indirect
Class A Common Stock	53487	Indirect
Class A Common Stock	268840	Indirect
Class A Common Stock	1954631	Indirect
Class A Common Stock	3702272	Indirect
Class A Common Stock	3506771	Indirect
Class A Common Stock	14530420	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (13031306)	13031306	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 (7818526)	7818526	Indirect
Class B Common Stock	$		Class A Common Stock (2565601)	2565601	Indirect

Footnotes

F1: Reflects the conversion of Class B Common Stock into Class A Common Stock.

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: 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 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.

F5: These shares are held of record by The Founders Fund, LP ("FF-I"). The Reporting Person is one of the managing members of The Founders Fund Management, LLC, which is the general partner of FF-I. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-I. The Reporting Person disclaims beneficial ownership over the shares held by FF-I except to the extent of his pecuniary interest therein.

F6: These shares are held of record by The Founders Fund II, LP ("FF-II"). The Reporting Person is one of the managing members of The Founders Fund II Management, LLC ("FFIIM"), which is the general partner of FF-II. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-II. The Reporting Person disclaims beneficial ownership over the shares held by FF-II except to the extent of his pecuniary interest therein.

F7: These shares are held of record by The Founders Fund II Entrepreneurs Fund, LP ("FF-IIE"). The Reporting Person is one of the managing members of FFIIM, which is the general partner of FF-IIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIE except to the extent of his pecuniary interest therein.

F8: These shares are held of record by The Founders Fund II Principals Fund, LP ("FF-IIP"). The Reporting Person is one of the managing members of FFIIM, which is the general partner of FF-IIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIP except to the extent of his pecuniary interest therein.

F9: These shares are held of record by The Founders Fund III, LP ("FF-III"). The Reporting Person is one of the managing members of The Founders Fund III Management, LLC ("FFIIIM"), which is the general partner of FF-III. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-III. The Reporting Person disclaims beneficial ownership over the shares held by FF-III except to the extent of his pecuniary interest therein.

F10: These shares are held of record by The Founders Fund III Entrepreneurs Fund, LP ("FF-IIIE"). The Reporting Person is one of the managing members of FFIIIM, which is the general partner of FF-IIIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIIE except to the extent of his pecuniary interest therein.

F11: These shares are held of record by The Founders Fund III Principals Fund, LP ("FF-IIIP"). The Reporting Person is one of the managing members of FFIIIM, which is the general partner of FF-IIIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIIP except to the extent of his pecuniary interest therein.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: These shares are held of record by Clarium L.P. ("Clarium"). The Reporting Person is the President of Clarium Capital Management, LLC, which is the general partner of Clarium. The Reporting Person may be deemed to have beneficial ownership over the securities held by Clarium.

F18: These shares are held of record by PT Ventures, LLC ("PTV"), of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership over the securities held by PTV. The Reporting Person disclaims beneficial ownership of the shares held by PTV except to the extent of his pecuniary interest therein.

F19: 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.

F20: 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.

F21: On May 5, 2021, FF Pathfinder became entitled to receive 3,262 shares of the Issuer's Class B Common Stock as a contingent payment in connection with the Issuer's acquisition of certain rights and other terms from a portfolio company of FF Pathfinder. The transaction agreement contemplated that certain securityholders of the portfolio company would receive additional shares of the Issuer's stock, for no additional consideration, upon the satisfaction of certain post-closing conditions, as a result of which certain of the portfolio company's securityholders, including FF Pathfinder, were issued additional shares of the Issuer's Class B Common Stock on May 5, 2021. The number of shares potentially issuable pursuant to this contingent payment was fixed on May 1, 2020, the date of the agreement with the portfolio company. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.