Tenable Holdings, Inc. — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tenable Holdings, Inc. (TENB)
CIK: 0001660280
Period of Report: 2021-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Common Stock	M	58201	—	Acquired	668598	Direct
2021-02-22	Common Stock	M	13243	—	Acquired	681841	Direct
2021-02-22	Common Stock	S	26951	$43.71	Disposed	654890	Direct
2021-02-23	Common Stock	S	6176	$41.49	Disposed	648714	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-19	Restricted Stock Units	$	M	58201	Disposed		Common Stock (58201.0)	Direct
2021-02-22	Restricted Stock Units	$	M	13243	Disposed		Common Stock (13243.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	538447	Indirect

Footnotes

F1: 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.

F2: The Trustees of the Amit Yoran 2020 Family Trust are Dov Yoran and David Redling.

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

F4: On February 19, 2021, 25% of the shares underlying the RSUs granted on February 19, 2020 vested, 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 accelerated vesting in specified circumstances.

F5: On February 20, 2020, 25% of the shares underlying the RSUs granted on February 20, 2019 vested, 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 accelerated vesting in specified circumstances.