Palantir Technologies Inc. — Director's Dealing 2024

Feb 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2024-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-20	Class A Common Stock	C	650000	—	Acquired	7082258	Direct
2024-02-20	Class A Common Stock	S	617460	$23.1158	Disposed	6464798	Direct
2024-02-20	Class A Common Stock	S	32540	$23.8225	Disposed	6432258	Direct
2024-02-20	Class A Common Stock	C	210638	—	Acquired	6642896	Direct
2024-02-20	Class A Common Stock	S	201521	$23.2413	Disposed	6441375	Direct
2024-02-20	Class A Common Stock	S	9117	$23.824	Disposed	6432258	Direct
2024-02-21	Class A Common Stock	C	213846	—	Acquired	6646104	Direct
2024-02-21	Class A Common Stock	S	213846	$22.6546	Disposed	6432258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-20	Class B Common Stock	$	C	650000	Disposed		Class A Common Stock (650000)	Direct
2024-02-20	Restricted Stock Units	$	M	877500	Disposed	2031-05-20	Class B Common Stock (877500)	Direct
2024-02-20	Class B Common Stock	$	M	877500	Acquired		Class A Common Stock (877500)	Direct
2024-02-20	Restricted Stock Units	$	M	97500	Disposed	2031-05-20	Class B Common Stock (97500)	Direct
2024-02-20	Class B Common Stock	$	M	97500	Acquired		Class A Common Stock (97500)	Direct
2024-02-20	Class B Common Stock	$	C	210638	Disposed		Class A Common Stock (210638)	Direct
2024-02-21	Class B Common Stock	$	C	213846	Disposed		Class A Common Stock (213846)	Direct

Footnotes

F1: This transaction is part of a related series of transactions. The Reporting Person converted 650,000 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 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 February 23, 2023, prior to the effectiveness of, but in compliance with, the revised requirements of Rule 10b5-1(c).

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 $22.73 to $23.72. 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.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $23.73 to $23.96. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) 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 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, 2024, converted 210,638 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 20, 2024 and then converted 213,846 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, 2024. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on February 20, 2024 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan.

F6: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $22.73 to $23.72. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (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.

F7: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $23.73 to $23.97. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (6) 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 $22.35 to $22.91. 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.

F9: 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.

F10: The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.

F11: 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.