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Palantir Technologies Inc. Director's Dealing 2024

Nov 23, 2024

29752_dirs_2024-11-22_7c39e2bb-f6b1-4df4-9e19-cff58d5ee6cd.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2024-11-20

Reporting Person: Karp Alexander C. (Director, See Remarks)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2024-11-20 Class A Common Stock C 266563 Acquired 6698821 Direct
2024-11-20 Class A Common Stock S 52512 $60.6791 Disposed 6646309 Direct
2024-11-20 Class A Common Stock S 132838 $61.6078 Disposed 6513471 Direct
2024-11-20 Class A Common Stock S 81213 $62.2098 Disposed 6432258 Direct
2024-11-21 Class A Common Stock C 138130 Acquired 6570388 Direct
2024-11-21 Class A Common Stock S 56343 $61.2895 Disposed 6514045 Direct
2024-11-21 Class A Common Stock S 80728 $62.7624 Disposed 6433317 Direct
2024-11-21 Class A Common Stock S 1059 $63.0749 Disposed 6432258 Direct
2024-11-21 Class A Common Stock C 482241 Acquired 6914499 Direct
2024-11-21 Class A Common Stock S 482241 $63.092 Disposed 6432258 Direct
2024-11-22 Class A Common Stock C 1620395 Acquired 8052653 Direct
2024-11-22 Class A Common Stock S 112755 $62.1268 Disposed 7939898 Direct
2024-11-22 Class A Common Stock S 1203304 $63.1165 Disposed 6736594 Direct
2024-11-22 Class A Common Stock S 304336 $63.9827 Disposed 6432258 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-11-20 Restricted Stock Units $ M 877500 Disposed 2031-05-20 Class B Common Stock (877500) Direct
2024-11-20 Class B Common Stock $ M 877500 Acquired Class A Common Stock (877500) Direct
2024-11-20 Restricted Stock Units $ M 97500 Disposed 2031-05-20 Class B Common Stock (97500) Direct
2024-11-20 Class B Common Stock $ M 97500 Acquired Class A Common Stock (97500) Direct
2024-11-20 Class B Common Stock $ C 266563 Disposed Class A Common Stock (266563) Direct
2024-11-21 Class B Common Stock $ C 138130 Disposed Class A Common Stock (138130) Direct
2024-11-21 Employee Stock Option (Right to buy) $11.38 M 482241 Disposed 2032-08-20 Class B Common Stock (482241) Direct
2024-11-21 Class B Common Stock $11.38 M 482241 Acquired Class A Common Stock (482241) Direct
2024-11-21 Class B Common Stock $ C 482241 Disposed Class A Common Stock (482241) Direct
2024-11-22 Employee Stock Option (Right to buy) $11.38 M 1050088 Disposed 2032-08-20 Class B Common Stock (1050088) Direct
2024-11-22 Class B Common Stock $11.38 M 1050088 Acquired Class A Common Stock (1050088) Direct
2024-11-22 Class B Common Stock $ C 1620395 Disposed Class A Common Stock (1620395) 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 November 20, 2024, converted 266,563 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 20, 2024 and then converted 138,130 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 21, 2024. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on November 20, 2024 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 $60.0443 to $61.0402. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (4) and (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.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $61.045 to $62.0442. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) and (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 $62.045 to $63.00. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) and (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 represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $60.92 to $61.91. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (7) and (8) 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.

F7: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $61.93 to $62.92. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (6) and (8) 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.

F8: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $62.93 to $63.38. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (6) and (7) 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.

F9: This transaction is part of a related series of transactions undertaken on November 21, 2024 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on December 12, 2023. The Reporting Person exercised 482,241 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.

F10: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $63.00 to $63.35. 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.

F11: This transaction is part of a related series of transactions undertaken on November 22, 2024 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on December 12, 2023. The Reporting Person exercised 1,050,088 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock, along with 570,307 additional shares of Class B Common Stock, all into Class A Common Stock, and immediately sold the total 1,620,395 shares of Class A Common Stock in the open market.

F12: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $61.68 to $62.67. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (13) and (14) 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.

F13: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $62.68 to $63.675. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (12) and (14) 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.

F14: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $63.68 to $64.43. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (12) and (13) 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.

F15: 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.

F16: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.

F17: These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

F18: The options exercised in this transaction were fully vested and exercisable as of the transaction date.