Palantir Technologies Inc. — Director's Dealing 2023

Nov 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2023-11-20

Reporting Person: Sankar Shyam (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-20	Class A Common Stock	C	99537	—	Acquired	1137653	Direct
2023-11-20	Class A Common Stock	S	155569	$21.2701	Disposed	982084	Direct
2023-11-20	Class A Common Stock	S	111	$21.59	Disposed	981973	Direct
2023-11-21	Class A Common Stock	C	69360	—	Acquired	1051333	Direct
2023-11-21	Class A Common Stock	S	94515	$20.0885	Disposed	956818	Direct
2023-11-21	Class A Common Stock	S	13968	$21.0546	Disposed	942850	Direct
2023-11-22	Class A Common Stock	C	206103	—	Acquired	1148953	Direct
2023-11-22	Class A Common Stock	S	321167	$19.7575	Disposed	827786	Direct
2023-11-22	Class A Common Stock	G	75000	—	Disposed	752786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-20	Restricted Stock Units	$	M	375000	Disposed	2026-05-20	Class B Common Stock (375000)	Direct
2023-11-20	Class B Common Stock	$	M	375000	Acquired		Class A Common Stock (375000)	Direct
2023-11-20	Class B Common Stock	$	C	99537	Disposed		Class A Common Stock (99537)	Direct
2023-11-21	Class B Common Stock	$	C	69360	Disposed		Class A Common Stock (69360)	Direct
2023-11-22	Class B Common Stock	$	C	206103	Disposed		Class A Common Stock (206103)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	749899	Indirect

Footnotes

F1: This transaction is part of a related series of transactions. The Reporting Person acquired rights to 375,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units on November 20, 2023, converted 99,537 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock along with 56,143 additional shares of Class A Common Stock on November 20, 2023 and then converted 69,360 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock along with 39,123 additional shares of Class A Common Stock on November 21, 2023. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on November 20, 2023 and were conducted in compliance with the Reporting Person's 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 $20.59 to $21.58. 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 $19.74 to $20.73. 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 $20.74 to $21.73. 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 is part of a related series of transactions. The Reporting Person converted 206,103 shares of Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock along with 115,064 additional shares of Class A Common Stock in the open market pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into (or most recently amended or modified, as applicable) on June 7, 2022, prior to the effectiveness of the revised requirements of Rule 10b5-1(c).

F7: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $19.575 to $19.97. 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.

F8: Represents a bona fide gift of 75,000 shares by the Reporting Person to a tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code in memory of the Reporting Person's late father, in compliance with the Reporting Person's Rule 10b5-1 trading plan noted in footnote (6) above.

F9: These shares are held of record by Shyam Sankar, Co-Trustee of the Sankar Irrevocable Remainder Trust u/a/d 4/20/2020 (the "Remainder Trust"). 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. The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.

F10: 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.

F11: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.