Palantir Technologies Inc. — Director's Dealing 2022

May 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2022-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-20	Class A Common Stock	C	203178	—	Acquired	203770	Direct
2022-05-20	Class A Common Stock	S	203178	$8.0865	Disposed	592	Direct
2022-05-23	Class A Common Stock	C	94647	—	Acquired	95239	Direct
2022-05-23	Class A Common Stock	S	94647	$8.0334	Disposed	592	Direct
2022-05-24	Class A Common Stock	C	56668	—	Acquired	57260	Direct
2022-05-24	Class A Common Stock	S	56668	$7.5431	Disposed	592	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-20	Restricted Stock Units	$	M	675000	Disposed	2026-05-20	Class B Common Stock (675000)	Direct
2022-05-20	Class B Common Stock	$	M	675000	Acquired		Class A Common Stock (675000)	Direct
2022-05-20	Class B Common Stock	$	C	203178	Disposed		Class A Common Stock (203178)	Direct
2022-05-23	Class B Common Stock	$	C	94647	Disposed		Class A Common Stock (94647)	Direct
2022-05-24	Class B Common Stock	$	C	56668	Disposed		Class A Common Stock (56668)	Direct

Footnotes

F1: This transaction is part of a related series of transactions. The Reporting Person acquired rights to 675,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on May 20, 2022, converted 203,178 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2022, converted 94,647 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 23, 2022 and then converted 56,668 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 24, 2022. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2022 and were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.

F2: 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.

F3: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.72 to $8.39. 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.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $8.00 to $8.16. 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 $7.38 to $7.71. 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 incremental vesting of RSUs (as described above) were fully vested as of the transaction date.