Tenable Holdings, Inc. — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tenable Holdings, Inc. (TENB)
CIK: 0001660280
Period of Report: 2021-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	M	20000	$4.25	Acquired	647897	Direct
2021-02-16	Common Stock	S	35780	$44.96	Disposed	612117	Direct
2021-02-16	Common Stock	S	1720	$45.54	Disposed	610397	Direct
2021-02-16	Common Stock	S	21200	$44.95	Disposed	539747	Indirect
2021-02-16	Common Stock	S	1300	$45.47	Disposed	538447	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Employee Stock Option (right to buy)	$4.25	M	20000	Disposed	2027-01-18	Common Stock (20000.0)	Direct
2021-02-17	Restricted Stock Units	$	A	171037	Acquired		Common Stock (171037.0)	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 $44.38 - $45.37, 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 footnotes (2), (3), (5) and (7) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.38 - $45.80, inclusive.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.37 - $45.36, inclusive.

F6: The Trustees of the Amit Yoran 2020 Family Trust are Dov Yoran and David Redling.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.37 - $45.65, inclusive.

F8: 100% of the shares underlying the option were vested as of January 1, 2021.

F9: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

F10: 25% of the shares underlying the RSUs vest on February 17, 2022, 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.