Planet Labs PBC — Director's Dealing 2021

Dec 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: dMY Technology Group, Inc. IV (PL)
CIK: 0001836833
Period of Report: 2021-12-07

Reporting Person: Marshall William Spencer (Director, See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-07	Earnout - Class A Shares	$	A	495591	Acquired		Class A Common Stock (495591)	Direct
2021-12-07	Earnout - Class B Shares	$	A	1168105	Acquired		Class B Common Stock (1168105)	Direct
2021-12-07	Class B Common Stock	$	A	10578793	Acquired		Class B Common Stock (10578793)	Direct
2021-12-07	Stock Option (Right to Buy)	$4.04	A	2833903	Acquired	2030-04-20	Class A Common Stock (2833903)	Direct
2021-12-07	Stock Option (Right to Buy)	$9.75	A	919103	Acquired	2031-06-29	Class A Common Stock (919103)	Direct
2021-12-07	Stock Option (Right to Buy)	$9.75	A	735282	Acquired	2031-06-29	Class A Common Stock (735282)	Direct

Footnotes

F1: Pursuant to the business combination (the "Business Combination") of dMY Technology Group, Inc. IV and Planet Labs Inc. ("Former Planet"), each share of Class B common stock of Former Planet was converted into the right to receive approximately 1.53184 shares of the issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") at the closing of the business combination and each share of Former Planet capital stock (other than Class B common stock of Former Planet) was converted into the right to receive approximately 1.53184 shares (the "Exchange Ratio") of the issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock") at the closing of the business combinationto receive cash instead.

F2: Shares of the Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

F3: Includes 495,591 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Issuable only if the holder continues to provide services to the issuer or its subsidiaries through the date on which the earnout shares are issued.

F4: Includes 1,168,105 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class B Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

F5: At the closing of the Business Combination, each outstanding option to purchase Former Planet capital stock was converted into a right to receive a number of options to purchase Class A Common Stock based on the Exchange Ratio

F6: The option is fully vested and exercisable.

F7: The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2021, and in equal monthly installments thereafter.

F8: The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2022, and in equal monthly installments thereafter.