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: Kennelly Jerry M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	M	16000	$14.06	Acquired	16000	Direct
2021-02-16	Common Stock	S	14800	$44.95	Disposed	1200	Direct
2021-02-16	Common Stock	S	1100	$45.50	Disposed	100	Direct
2021-02-16	Common Stock	S	100	$46.44	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Stock Option (right to buy)	$14.06	M	16000	Disposed	2028-05-08	Common Stock (16000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14153	Indirect

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) and (3) 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 $45.39 - 45.65, inclusive.

F4: The shares are held directly by Kennelly Partners, L.P. ("KP"). The Reporting Person is a general partner of KP and has shared voting and investment control over these shares.

F5: 33% of the shares underlying the option vested on May 8, 2019, with the remainder vesting in two equal annual 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.