Tenable Holdings, Inc. — Director's Dealing 2022

May 23, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tenable Holdings, Inc. (TENB)
CIK: 0001660280
Period of Report: 2022-05-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-19	Common Stock	M	14550	—	Acquired	97326	Direct
2022-05-20	Common Stock	S	6280	$47.71	Disposed	91046	Direct
2022-05-20	Common Stock	M	13244	—	Acquired	104290	Direct
2022-05-20	Common Stock	M	8600	$4.25	Acquired	112890	Direct
2022-05-20	Common Stock	S	8500	$48.14	Disposed	104390	Direct
2022-05-20	Common Stock	S	100	$48.58	Disposed	104290	Direct
2022-05-23	Common Stock	S	5911	$47.85	Disposed	98379	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-19	Restricted Stock Units	$	M	14550	Disposed		Common Stock (14550.0)	Direct
2022-05-20	Restricted Stock Units	$	M	13244	Disposed		Common Stock (13244.0)	Direct
2022-05-20	Employee Stock Option (right to buy)	$4.25	M	8600	Disposed	2027-01-18	Common Stock (8600.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	361738	Indirect
Common Stock	245947	Indirect
Common Stock	179700	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 sales reported on 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 $47.58 - $48.50, 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 (3) and (4) to this Form 4.

F4: The Trustee of the Amit Yoran GRAT A is Amit Yoran.

F5: The Trustees of the Amit Yoran 2020 Family Trust are Dov Yoran and David Redling.

F6: The Trustee of the Amit Yoran GRAT B is Amit Yoran.

F7: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

F8: 25% of the shares underlying the RSUs vested on February 19, 2021, 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.

F9: 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 acceleration in specified circumstances.

F10: 100% of the shares underlying the option were vested as of January 1, 2021.