Tenable Holdings, Inc. — Director's Dealing 2020

May 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tenable Holdings, Inc. (TENB)
CIK: 0001660280
Period of Report: 2020-05-20

Reporting Person: Yoran Amit (Director, President, CEO and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	M	13243	—	Acquired	1420541	Direct
2020-05-20	Common Stock	S	1939	$30.17	Disposed	1418602	Direct
2020-05-21	Common Stock	S	6070	$29.18	Disposed	1412532	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-20	Restricted Stock Units	$	M	13243	Disposed		Common Stock (13243.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.17 - $30.18, 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 in footnote (3) to this Form 4.

F4: The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

F5: 25% of the shares underlying the RSUs granted on February 20, 2019, vested on May 20, 2020, and the remainder vest in equal quarterly installments over three years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to acceleration in specified circumstances.