Palantir Technologies Inc. — Director's Dealing 2021

Apr 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2021-03-29

Reporting Person: Cohen Stephen Andrew (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Class A Common Stock	M	339411	—	Acquired	402603	Direct
2021-03-30	Class A Common Stock	S	60800	$21.5527	Disposed	341803	Direct
2021-03-30	Class A Common Stock	S	28611	$21.956	Disposed	313192	Direct
2021-03-31	Class A Common Stock	S	45875	$23.1206	Disposed	267317	Direct
2021-03-31	Class A Common Stock	S	38309	$23.5375	Disposed	229008	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-29	Growth Units	$	M	826771	Disposed		Class A Common Stock ()	Direct

Footnotes

F1: This transaction is part of a series of related transactions completed in connection with the vesting and settlement of Growth Units previously granted pursuant to the Issuer's 2010 Equity Incentive Plan, as amended. The performance-based vesting condition of the Growth Units was satisfied upon the listing and public trading of the Issuer's Class A Common Stock. The continued service vesting condition of the Growth Units was satisfied upon the Reporting Person continuing as a service provider through March 29, 2021 and thus the Growth Units vested on March 29, 2021.

F2: (continuation from footnote 1) Each Growth Unit represented a contingent right to receive shares of the Issuer's Class A Common Stock; the number of shares of Class A Common Stock issued following the vesting of the Growth Units was determined on the basis of a conversion formula that incorporated the closing sales price of the Issuer's Class A Common Stock on the first date such stock was publicly traded and other factors, as set out more fully in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act of 1933, as amended.

F3: (continuation from footnote 2) . As a result of the vesting of the Growth Units and the application of the conversion formula, an aggregate of 339,411 shares of Class A Common Stock were issued to the Reporting Person in two substantially equal installments on March 30, 2021 (169,706 shares) and March 31, 2021 (169,705 shares) and certain of those shares were automatically sold to cover required tax withholding obligations in connection with the settlement of the shares on each of those dates. All the foregoing transactions were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.87 to $21.86. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (5) for sales executed in other price ranges on the date indicated. 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.

F5: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $21.87 to $22.06. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (4) for sales executed in other price ranges on the date indicated. 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 represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $22.41 to $23.40. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (7) for sales executed in other price ranges on the date indicated. 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.

F7: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $23.41 to $23.84. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (6) for sales executed in other price ranges on the date indicated. 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.