Tenable Holdings, Inc. — Director's Dealing 2023

Feb 24, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tenable Holdings, Inc. (TENB)
CIK: 0001660280
Period of Report: 2023-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-23	Common Stock	M	13258	—	Acquired	189774	Direct
2023-02-23	Common Stock	M	37525	—	Acquired	227299	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-22	Performance Restricted Stock Units	$	A	53034	Acquired		Common Stock (53034.0)	Direct
2023-02-23	Performance Restricted Stock Units	$	M	13258	Disposed		Common Stock (13258.0)	Direct
2023-02-23	Restricted Stock Units	$	M	37525	Disposed		Common Stock (37525.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	350270	Indirect
Common Stock	245947	Indirect
Common Stock	179700	Indirect

Footnotes

F1: The Trustee of the Amit Yoran GRAT A is Amit Yoran.

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

F3: The Trustee of the Amit Yoran GRAT B is Amit Yoran.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

F5: On February 22, 2023, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 23, 2022 and determined a 106% payout for the measurement period based on the Issuer's fiscal year 2022 criteria. 25% of the shares underlying the PRSUs vested on February 23, 2023, 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.

F6: 25% of the shares underlying the RSUs vested on February 23, 2023, 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.