Palantir Technologies Inc. — Director's Dealing 2023

Aug 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2023-08-01

Reporting Person: Sankar Shyam (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-01	Class A Common Stock	C	1967500	—	Acquired	3280946	Direct
2023-08-01	Class A Common Stock	S	1967500	$20.002	Disposed	1313446	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-01	Employee Stock Option (Right to buy)	$4.72	M	1967500	Disposed	2030-06-03	Class B Common Stock (1967500)	Direct
2023-08-01	Class B Common Stock	$4.72	M	1967500	Acquired		Class A Common Stock (1967500)	Direct
2023-08-01	Class B Common Stock	$	C	1967500	Disposed		Class A Common Stock (1967500)	Direct
2023-08-03	Employee Stock Option (Right to buy)	$4.72	M	1430212	Disposed	2030-06-03	Class B Common Stock (1430212)	Direct
2023-08-03	Class B Common Stock	$4.72	M	1430212	Acquired		Class A Common Stock (1430212)	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 undertaken on August 1, 2023 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). The Reporting Person exercised 1,967,500 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market.

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 to $20.07. 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: 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.

F5: The options exercised in this transaction were fully vested and exercisable as of the transaction date.

F6: The indicated transactions are related and were undertaken in compliance with the preexisting Rule 10b5-1 trading plan noted in footnote (1) above. The Reporting Person exercised vested Class B Common Stock options, resulting in a decrease in the number of outstanding options held and increase in the number of shares of Class B Common Stock held.