SentinelOne, Inc. — Director's Dealing 2022

Mar 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SentinelOne, Inc. (S)
CIK: 0001583708
Period of Report: 2022-03-17

Reporting Person: Warner Nicholas (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-17	Class A Common Stock	A	199558	—	Acquired	200734	Direct
2022-03-18	Class A Common Stock	C	10000	$0.6467	Acquired	210734	Direct
2022-03-18	Class A Common Stock	S	10000	$40	Disposed	200734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-18	Stock Option (right to buy)	$0.6467	M	10000	Disposed	2027-08-01	Class B Common Stock (10000.0)	Direct
2022-03-18	Class B Common Stock	$	M	10000	Acquired		Class A Common Stock (10000.0)	Direct
2022-03-18	Class B Common Stock	$	C	10000	Disposed		Class A Common Stock (10000.0)	Direct

Footnotes

F1: Represents restricted stock units ("RSUs") that shall vest 1/16th of the total RSUs on May 5, 2022 (the "First Vesting Date") and thereafter vests as to 1/16th of the RSUs on each third Vesting Date, defined as the 5th calendar day of each month, following the First Vesting Date, until fully vested, subject to the Reporting Person's continued service through each vesting date.

F2: Represents the number of shares that were acquired upon conversion of Class B common stock to Class A common stock.

F3: 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.

F4: The stock option is fully vested.

F5: 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,

F6: (continued from footnote 5) (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.