Palantir Technologies Inc. — Director's Dealing 2021

Feb 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2021-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	Class A Common Stock	C	6944440	$0.00	Acquired	3472220	Indirect
2021-02-17	Class A Common Stock	C	39422431	$0.00	Acquired	19730330	Indirect
2021-02-17	Class A Common Stock	C	1191775	$0.00	Acquired	1192932	Indirect
2021-02-17	Class A Common Stock	J	596466	$0.00	Disposed	596466	Indirect
2021-02-17	Class A Common Stock	C	1949413	$0.00	Acquired	975652	Indirect
2021-02-17	Class A Common Stock	C	32212328	$0.00	Acquired	16106210	Indirect
2021-02-17	Class A Common Stock	C	588414	$0.00	Acquired	588416	Indirect
2021-02-17	Class A Common Stock	J	294208	$0.00	Disposed	294208	Indirect
2021-02-17	Class A Common Stock	C	11440882	$0.00	Acquired	5720458	Indirect
2021-02-17	Class A Common Stock	C	13160866	$0.00	Acquired	0	Indirect
2021-02-17	Class A Common Stock	C	4224690	$0.00	Acquired	0	Indirect
2021-02-17	Class A Common Stock	C	3891	$0.00	Acquired	3915	Indirect
2021-02-18	Class A Common Stock	S	15653541	$25.0578	Disposed	82197647	Indirect
2021-02-18	Class A Common Stock	S	4346459	$25.8696	Disposed	77851188	Indirect
2021-02-18	Class A Common Stock	S	3315	$25.1001	Disposed	600	Indirect
2021-02-18	Class A Common Stock	S	600	$25.9317	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	Class B Common Stock	$	C	6944440	Disposed		Class A Common Stock (6944440)	Indirect
2021-02-17	Class B Common Stock	$	C	39422431	Disposed		Class A Common Stock (39422431)	Indirect
2021-02-17	Class B Common Stock	$	C	1191775	Disposed		Class A Common Stock (1191775)	Indirect
2021-02-17	Class B Common Stock	$	C	1949413	Disposed		Class A Common Stock (1949413)	Indirect
2021-02-17	Class B Common Stock	$	C	32212328	Disposed		Class A Common Stock (32212328)	Indirect
2021-02-17	Class B Common Stock	$	C	588414	Disposed		Class A Common Stock (588414)	Indirect
2021-02-17	Class B Common Stock	$	C	11440882	Disposed		Class A Common Stock (11440882)	Indirect
2021-02-17	Class B Common Stock	$	C	13160866	Disposed		Class A Common Stock (13160866)	Indirect
2021-02-17	Class B Common Stock	$	C	4224690	Disposed		Class A Common Stock (4224690)	Indirect
2021-02-17	Class B Common Stock	$	C	3891	Disposed		Class A Common Stock (3891)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3844639	Direct
Class A Common Stock	1083408	Indirect
Class A Common Stock	12050960	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

Footnotes

F1: This transaction represents the conversion of Class B Common Stock into Class A Common Stock effected in compliance with a preexisting Rule 10b5-1 plan adopted by the holder and the Issuer's lock-up terms.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: Reflects a distribution to limited partners effected pursuant to a preexisting Rule 10b5-1 plan adopted by the holder and in compliance with the Issuer's lock-up terms. The Reporting Person has no pecuniary interest in the reported shares.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

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

F12: These shares are held of record by The Founders Fund IV Principals Fund, LP ("FF-IVP"). The Reporting Person is one of the managing members of FFIVM, which is the general partner of FF-IVP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IVP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IVP except to the extent of his pecuniary interest therein.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: 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.

F19: 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.

F20: 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.

F21: 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.

F22: 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.

F23: The sales reported on this Form 4 were effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the holder.

F24: This transaction was executed in multiple trades at prices ranging from $24.51 to $25.50. The price above reflects the weighted average sale price. 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 price.

F25: 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.

F26: This transaction was executed in multiple trades at prices ranging from $25.505 to $26.31. The price above reflects the weighted average sale price. 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 price.

F27: This transaction was executed in multiple trades at prices ranging from $24.78 to $25.75. The price above reflects the weighted average sale price. 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 price.

F28: This transaction was executed in multiple trades at prices ranging from $25.79 to $26.04. The price above reflects the weighted average sale price. 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 price.

F29: 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.