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: Johnson Ashley F. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-07	Class A Common Stock	A	146211	—	Acquired	146211	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-07	Earnout - Class A Shares	$	A	245255	Acquired		Class A Common Stock (245255)	Direct
2021-12-07	Stock Option (Right to Buy)	$4.04	A	1187175	Acquired	2030-04-20	Class A Common Stock (1187175)	Direct
2021-12-07	Stock Option (Right to Buy)	$9.75	A	536143	Acquired	2031-06-29	Class A Common Stock (536143)	Direct
2021-12-07	Stock Option (Right to Buy)	$9.75	A	306367	Acquired	2031-06-29	Class A Common Stock (306367)	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 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 combination.

F2: Includes 146,211 restricted stock units ("RSUs"), each of which represent a contingent right to receive one share of issuer's Class A Common Stock. The RSUs will vest with respect to 25% of the RSUs on February 6, 2021 and in equal monthly installments thereafter. The RSUs have no expiration date.

F3: Includes 146,211 RSUs.

F4: Includes 245,255 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.

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 vests and becomes exercisable with respect to 25% of the underlying Class A Common Stock on February 6, 2021, and in equal monthly installments thereafter.

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.