Palantir Technologies Inc. — Director's Dealing 2023

Feb 24, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2023-02-21

Reporting Person: Sankar Shyam (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-21	Class A Common Stock	C	56181	—	Acquired	1911193	Direct
2023-02-21	Class A Common Stock	S	87926	$8.5508	Disposed	1823267	Direct
2023-02-22	Class A Common Stock	C	58043	—	Acquired	1881310	Direct
2023-02-22	Class A Common Stock	S	90840	$8.3473	Disposed	1790470	Direct
2023-02-23	Class A Common Stock	C	69455	—	Acquired	1859925	Direct
2023-02-23	Class A Common Stock	S	108701	$8.1255	Disposed	1751224	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-21	Class B Common Stock	$	C	56181	Disposed		Class A Common Stock (56181.0)	Direct
2023-02-22	Class B Common Stock	$	C	58043	Disposed		Class A Common Stock (58043.0)	Direct
2023-02-23	Class B Common Stock	$	C	69455	Disposed		Class A Common Stock (69455.0)	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 ("RSUs") on February 20, 2023, converted 56,181 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on February 21, 2023 along with 31,745 additional shares of Class A Common Stock acquired upon incremental vesting of previously granted RSUs, converted 58,043 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on February 22, 2023 along with 32,797 additional shares of Class A Common Stock acquired upon incremental vesting of previously granted RSUs (continued in footnote 2)

F2: (continuation from footnote 1) and then converted 69,455 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on February 23, 2023 along with 39,246 additional shares of Class A Common Stock acquired upon incremental vesting of previously granted RSUs. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on February 20, 2023 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 $8.43 to $9.08. 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 $8.17 to $8.62. 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: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.92 to $8.46. 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.

F7: 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.