Palantir Technologies Inc. — Director's Dealing 2022

Dec 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2022-12-06

Reporting Person: Karp Alexander C. (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-06	Class A Common Stock	C	809398	—	Acquired	7241656	Direct
2022-12-06	Class A Common Stock	S	809398	$6.998	Disposed	6432258	Direct
2022-12-07	Class A Common Stock	C	809398	—	Acquired	7241656	Direct
2022-12-07	Class A Common Stock	S	809398	$7.1344	Disposed	6432258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-06	Restricted Stock Units	$	M	3510000	Disposed	2031-05-20	Class B Common Stock (3510000.0)	Direct
2022-12-06	Class B Common Stock	$	M	3510000	Acquired		Class A Common Stock (3510000.0)	Direct
2022-12-06	Restricted Stock Units	$	M	390000	Disposed	2031-05-20	Class B Common Stock (390000.0)	Direct
2022-12-06	Class B Common Stock	$	M	390000	Acquired		Class A Common Stock (390000.0)	Direct
2022-12-06	Class B Common Stock	$	C	809398	Disposed		Class A Common Stock (809398.0)	Direct
2022-12-07	Class B Common Stock	$	C	809398	Disposed		Class A Common Stock (809398.0)	Direct

Footnotes

F1: This transaction is part of a related series of transactions. In February 2022, the Compensation, Nominating & Governance Committee of the Issuer determined that the settlement of all of the Reporting Person's restricted stock units ("RSUs") that vested in calendar year 2022 would occur on December 6, 2022. As a result, the Reporting Person acquired an aggregate of 3,900,000 shares of Class B Common Stock upon vesting and settlement of RSUs on December 6, 2022. In addition, in order to cover required tax withholding obligations, the Reporting Person (i) converted 809,398 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on December 6, 2022 and (ii) converted 809,398 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on December 7, 2022. (continued in footnote 2)

F2: (continuation from footnote 1) All sales were automatic sales of shares to cover required tax withholding obligations in connection with the settlement event on December 6, 2022 and were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.

F3: 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.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $6.89 to $7.19. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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 $7.04 to $7.34. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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: These securities are RSUs granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

F7: The shares acquired from the vesting and settlement of RSUs (as described above) were fully vested as of the transaction date.

F8: These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.