Tenable Holdings, Inc. — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tenable Holdings, Inc. (TENB)
CIK: 0001660280
Period of Report: 2019-02-20

Reporting Person: Negron John (Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-20	Common Stock	M	21673	$4.25	Acquired	21673	Direct
2019-02-20	Common Stock	S	21673	$29.30	Disposed	0	Direct
2019-02-21	Common Stock	M	100	$4.25	Acquired	100	Direct
2019-02-21	Common Stock	S	100	$29.26	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-20	Restricted Stock Units	$	A	54682	Acquired		Common Stock (54682)	Direct
2019-02-20	Employee Stock Option (right to buy)	$4.25	M	21673	Disposed	2027-02-27	Common Stock (21673)	Direct
2019-02-21	Employee Stock Option (right to buy)	$4.25	M	100	Disposed	2027-02-27	Common Stock (100)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.26 to $29.43 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 (2) to this Form 4.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

F4: 25% of the shares underlying the RSUs vest on February 20, 2020, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.

F5: 25% of the shares underlying the option vested on February 27, 2018, with the remainder vesting in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.