SentinelOne, Inc. — Director's Dealing 2021

Dec 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SentinelOne, Inc. (S)
CIK: 0001583708
Period of Report: 2021-12-09

Reporting Person: Warner Nicholas (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-09	Class A Common Stock	C	62166	$0.6467	Acquired	62166	Direct
2021-12-09	Class A Common Stock	S	10000	$46.5133	Disposed	52166	Direct
2021-12-09	Class A Common Stock	S	2300	$47.0439	Disposed	49866	Direct
2021-12-09	Class A Common Stock	S	7600	$47.7951	Disposed	42266	Direct
2021-12-09	Class A Common Stock	S	100	$48.58	Disposed	42166	Direct
2021-12-09	Class A Common Stock	S	13605	$47.1994	Disposed	28561	Direct
2021-12-09	Class A Common Stock	S	28161	$47.8698	Disposed	400	Direct
2021-12-09	Class A Common Stock	S	400	$48.6425	Disposed	0	Direct
2021-12-10	Class A Common Stock	C	100000	$0.6467	Acquired	100000	Direct
2021-12-10	Class A Common Stock	S	100000	$50.0294	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-09	Stock Option (Right to Buy)	$0.6467	M	62166	Disposed	2027-08-01	Class B Common Stock (62166)	Direct
2021-12-09	Class B Common Stock	$	M	62166	Acquired		Class A Common Stock (62166)	Direct
2021-12-09	Class B Common Stock	$	C	62166	Disposed		Class A Common Stock (62166)	Direct
2021-12-10	Stock Option (Right to Buy)	$0.6467	M	100000	Disposed	2027-08-01	Class A Common Stock (100000)	Direct
2021-12-10	Class B Common Stock	$	M	100000	Acquired		Class A Common Stock (100000)	Direct
2021-12-10	Class B Common Stock	$	C	100000	Disposed		Class A Common Stock (100000)	Direct

Footnotes

F1: Represents the number of shares that were acquired upon conversion of Class B common stock to Class A common stock.

F2: The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 14, 2021.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.50 to $46.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.42 to $47.32, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.43 to $48.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.51 to $47.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.51 to $48.44, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.57 to $48.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.00 to $50.19, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F10: The stock option is fully vested.

F11: Each share of Class B common stock is convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) seven years from the effective date of the Issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) held by Tomer Weingarten, including certain entities that Mr. Weingarten controls, is less than 25% of the number of shares of Class B common stock (including shares of Class B common stock subject to outstanding stock options) that Mr. Weingarten originally held as of the date of the IPO,

F12: (continued from footnote 1) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the first date following the completion of this offering when Mr. Weingarten is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which Mr. Weingarten is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the death or disability, as defined in the Issuer's restated certificate of incorporation, of Mr. Weingarten.