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: Karp Alexander C. (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-21	Class A Common Stock	C	132957	—	Acquired	6565215	Direct
2023-02-21	Class A Common Stock	S	132957	$8.5508	Disposed	6432258	Direct
2023-02-22	Class A Common Stock	C	137364	—	Acquired	6569622	Direct
2023-02-22	Class A Common Stock	S	137364	$8.3473	Disposed	6432258	Direct
2023-02-23	Class A Common Stock	C	164373	—	Acquired	6596631	Direct
2023-02-23	Class A Common Stock	S	164373	$8.1255	Disposed	6432258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-21	Class B Common Stock	$	C	132957	Disposed		Class A Common Stock (132957.0)	Direct
2023-02-22	Class B Common Stock	$	C	137364	Disposed		Class A Common Stock (137364.0)	Direct
2023-02-23	Class B Common Stock	$	C	164373	Disposed		Class A Common Stock (164373.0)	Direct

Footnotes

F1: This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on February 20, 2023, converted 132,957 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, converted 137,364 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 and then converted 164,373 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. 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.

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 $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.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $8.17 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.

F5: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.92 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.