SentinelOne, Inc. — Director's Dealing 2023

Aug 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SentinelOne, Inc. (S)
CIK: 0001583708
Period of Report: 2023-08-10

Reporting Person: Weingarten Tomer (Director, President, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-10	Class A Common Stock	C	40000	$2.27	Acquired	910838	Direct
2023-08-10	Class A Common Stock	S	40000	$15.2604	Disposed	870838	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-10	Stock Option (right to buy)	$2.27	M	40000	Disposed	2030-03-27	Class B Common Stock (40000.0)	Direct
2023-08-10	Class B Common Stock	$	M	40000	Acquired		Class A Common Stock (40000.0)	Direct
2023-08-10	Class B Common Stock	$	C	40000	Disposed		Class A Common Stock (40000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (23629.0)	23629	Indirect
Class B Common Stock	$		Class A Common Stock (400000.0)	400000	Indirect

Footnotes

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

F2: The exercise and sale transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 30, 2023.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.99 to $15.605, 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 range set forth in this footnote.

F4: Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met.

F5: The stock option vests and becomes exercisable in 48 equal monthly installments beginning on February 22, 2020, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F6: 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 earliest 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 the reporting person, including certain entities that the reporting person 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 the reporting person originally held as of the date of the IPO,

F7: (continued from footnote 6) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the date the reporting person 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 the reporting person is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the reporting person's death or disability, as those terms are defined in the Issuer's restated certificate of incorporation.

F8: These securities are held by the Tomer Weingarten 2021 Grantor Retained Annuity Trust dated April 29, 2021, of which the Reporting Person is trustee.

F9: These securities are held by a trust over whose trustee the Reporting Person can exercise remove and replace powers. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.