Palantir Technologies Inc. — Director's Dealing 2022

Aug 24, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2022-08-20

Reporting Person: Sankar Shyam (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-05	Class A Common Stock	G	524851	—	Disposed	0	Indirect
2022-08-05	Class A Common Stock	G	524851	—	Acquired	749899	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-20	Restricted Stock Units	$	M	375000	Disposed	2026-05-20	Class B Common Stock (375000.0)	Direct
2022-08-20	Class B Common Stock	$	M	375000	Acquired		Class A Common Stock (375000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2154766	Direct

Footnotes

F1: On August 5, 2022, pursuant to the terms of the trust agreement of The Shyam Sankar 2020 Annuity Trust u/a/d 7/14/2020 (the "Annuity Trust"): (i) 236,260 shares of Class A Common Stock held of record by the Annuity Trust were transferred to the Reporting Person to satisfy a preexisting annuity payment requirement and (ii) the remaining 524,851 shares of Class A Common Stock held by the Annuity Trust were transferred to the Sankar Irrevocable Remainder Trust u/a/d 4/20/2020 (the "Remainder Trust"), for no consideration, in connection with the expiration of the Annuity Trust. All transactions were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan. The number of shares beneficially owned reflects such transfer.

F2: These shares were held of record by the Annuity Trust, of which the Reporting Person was the trustee, until the Annuity Trust expired pursuant to its terms on August 5, 2022. The Reporting Person disclaimed beneficial ownership of the shares held by the Annuity Trust, except to the extent of his pecuniary interest therein.

F3: These shares are held of record by the Remainder Trust, of which the Reporting Person is a co-trustee. The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.

F4: These securities are restricted stock units ("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.

F5: The Reporting Person acquired 375,000 shares of Class B Common Stock upon incremental vesting of RSUs.

F6: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.

F7: 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.