Palantir Technologies Inc. — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2021-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-18	Class A Common Stock	C	2000000	$0.00	Acquired	2203647	Direct
2021-02-18	Class A Common Stock	S	924378	$25.0689	Disposed	1279269	Direct
2021-02-18	Class A Common Stock	S	225622	$25.9277	Disposed	1053647	Direct
2021-02-19	Class A Common Stock	S	300000	$27.7067	Disposed	753647	Direct
2021-02-19	Class A Common Stock	S	250000	$29.04	Disposed	503647	Direct
2021-02-22	Class A Common Stock	S	300000	$30.03	Disposed	203647	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-18	Employee Stock Option (Right to buy)	$1.10	M	749091	Disposed	2021-07-27	Class B Common Stock (749091)	Direct
2021-02-18	Class B Common Stock	$1.10	M	749091	Acquired		Class A Common Stock (749091)	Direct
2021-02-18	Class B Common Stock	$	C	2000000	Disposed		Class A Common Stock (2000000)	Direct

Footnotes

F1: This transaction is part of a related series of transactions undertaken pursuant to a preexisting Rule 10b5-1 trading plan. On February 18, 2021, the Reporting Person exercised 749,091 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock, along with 1,250,909 additional shares of Class B Common Stock, to Class A Common Stock, and immediately sold 1,150,000 shares of Class A Common Stock in the open market. On February 19, 2021, the Reporting Person sold an additional 550,000 shares of Class A Common Stock in the open market. On February 22, 2021, the Reporting Person sold an additional 300,000 shares of Class A Common Stock in the open market.

F2: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $24.52 to $25.51. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) 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.

F3: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $25.52 to $26.31. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (2) 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.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $27.08 to 28.02. 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 $29.04 to $29.045. 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 a sale of shares in the open market made at a price of $30.03 per share.

F7: The options exercised in this transaction were fully vested and exercisable as of the transaction date.

F8: 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.