Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-007468
Date:2021-02-17
Issuer: PALANTIR TECHNOLOGIES INC. (PLTR)
Original Submission Date:

Reporting Person:

THIEL PETER
C/O PALANTIR TECHNOLOGIES INC.
1555 BLAKE STREET, SUITE 250 DENVER, CO 80202

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-02-17 C 6,944,440 a $0.00 3,472,220 indirect f3
CLASS A COMMON STOCK 2021-02-17 C 39,422,431 a $0.00 19,730,330 indirect f4
CLASS A COMMON STOCK 2021-02-17 C 1,191,775 a $0.00 1,192,932 indirect f5
CLASS A COMMON STOCK 2021-02-17 J 596,466 d $0.00 596,466 indirect f5
CLASS A COMMON STOCK 2021-02-17 C 1,949,413 a $0.00 975,652 indirect f7
CLASS A COMMON STOCK 2021-02-17 C 32,212,328 a $0.00 16,106,210 indirect f8
CLASS A COMMON STOCK 2021-02-17 C 588,414 a $0.00 588,416 indirect f9
CLASS A COMMON STOCK 2021-02-17 J 294,208 d $0.00 294,208 indirect f9
CLASS A COMMON STOCK 2021-02-17 C 11,440,882 a $0.00 5,720,458 indirect f10
CLASS A COMMON STOCK 2021-02-17 C 13,160,866 a $0.00 0 indirect f11
CLASS A COMMON STOCK 2021-02-17 C 4,224,690 a $0.00 0 indirect f12
CLASS A COMMON STOCK 2021-02-17 C 3,891 a $0.00 3,915 indirect f13
CLASS A COMMON STOCK 2021-02-18 S 15,653,541 d $25.06 82,197,647 indirect f25
CLASS A COMMON STOCK 2021-02-18 S 4,346,459 d $25.87 77,851,188 indirect f25
CLASS A COMMON STOCK 2021-02-18 S 3,315 d $25.10 600 indirect f13
CLASS A COMMON STOCK 2021-02-18 S 600 d $25.93 0 indirect f13
CLASS A COMMON STOCK 0 $0.00 3,844,639 direct
CLASS A COMMON STOCK 0 $0.00 1,083,408 indirect f14
CLASS A COMMON STOCK 0 $0.00 12,050,960 indirect f15
CLASS A COMMON STOCK 0 $0.00 53,487 indirect f17
CLASS A COMMON STOCK 0 $0.00 268,840 indirect f18
CLASS A COMMON STOCK 0 $0.00 1,954,631 indirect f19
CLASS A COMMON STOCK 0 $0.00 3,702,272 indirect f20
CLASS A COMMON STOCK 0 $0.00 3,506,771 indirect f21
CLASS A COMMON STOCK 0 $0.00 14,530,420 indirect f22
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 6,944,440 (d) class a common stock 6,944,440 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 39,422,431 (d) class a common stock 39,422,431 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 1,191,775 (d) class a common stock 1,191,775 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 1,949,413 (d) class a common stock 1,949,413 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 32,212,328 (d) class a common stock 32,212,328 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 588,414 (d) class a common stock 588,414 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 11,440,882 (d) class a common stock 11,440,882 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 13,160,866 (d) class a common stock 13,160,866 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 4,224,690 (d) class a common stock 4,224,690 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2021-02-17 deemed execution date C 3,891 (d) class a common stock 3,891 $0.00 0 indirect see footnote
Footnotes
IDfootnote
f1 this transaction represents the conversion of class b common stock into class a common stock effected in compliance with a preexisting rule 10b5-1 plan adopted by the holder and the issuer's lock-up terms.
f2 share numbers have been adjusted to reflect changes in form of beneficial ownership for no consideration in transfers exempt from section 16 pursuant to rule 16a-13 under the securities exchange act of 1934, as amended.
f3 these shares are held of record by the founders fund, lp ("ff-i"). the reporting person is one of the managing members of the founders fund management, llc, which is the general partner of ff-i. the reporting person may be deemed to have beneficial ownership over the securities held by ff-i. the reporting person disclaims beneficial ownership over the shares held by ff-i except to the extent of his pecuniary interest therein.
f4 these shares are held of record by the founders fund ii, lp ("ff-ii"). the reporting person is one of the managing members of the founders fund ii management, llc ("ffiim"), which is the general partner of ff-ii. the reporting person may be deemed to have beneficial ownership over the securities held by ff-ii. the reporting person disclaims beneficial ownership over the shares held by ff-ii except to the extent of his pecuniary interest therein.
f5 these shares are held of record by the founders fund ii entrepreneurs fund, lp ("ff-iie"). the reporting person is one of the managing members of ffiim, which is the general partner of ff-iie. the reporting person may be deemed to have beneficial ownership over the securities held by ff-iie. the reporting person disclaims beneficial ownership over the shares held by ff-iie except to the extent of his pecuniary interest therein.
f6 reflects a distribution to limited partners effected pursuant to a preexisting rule 10b5-1 plan adopted by the holder and in compliance with the issuer's lock-up terms. the reporting person has no pecuniary interest in the reported shares.
f7 these shares are held of record by the founders fund ii principals fund, lp ("ff-iip"). the reporting person is one of the managing members of ffiim, which is the general partner of ff-iip. the reporting person may be deemed to have beneficial ownership over the securities held by ff-iip. the reporting person disclaims beneficial ownership over the shares held by ff-iip except to the extent of his pecuniary interest therein.
f8 these shares are held of record by the founders fund iii, lp ("ff-iii"). the reporting person is one of the managing members of the founders fund iii management, llc ("ffiiim"), which is the general partner of ff-iii. the reporting person may be deemed to have beneficial ownership over the securities held by ff-iii. the reporting person disclaims beneficial ownership over the shares held by ff-iii except to the extent of his pecuniary interest therein.
f9 these shares are held of record by the founders fund iii entrepreneurs fund, lp ("ff-iiie"). the reporting person is one of the managing members of ffiiim, which is the general partner of ff-iiie. the reporting person may be deemed to have beneficial ownership over the securities held by ff-iiie. the reporting person disclaims beneficial ownership over the shares held by ff-iiie except to the extent of his pecuniary interest therein.
f10 these shares are held of record by the founders fund iii principals fund, lp ("ff-iiip"). the reporting person is one of the managing members of ffiiim, which is the general partner of ff-iiip. the reporting person may be deemed to have beneficial ownership over the securities held by ff-iiip. the reporting person disclaims beneficial ownership over the shares held by ff-iiip except to the extent of his pecuniary interest therein.
f11 these shares are held of record by the founders fund iv, lp ("ff-iv"). the reporting person is one of the managing members of the founders fund iv management, llc ("ffivm"), which is the general partner of ff-iv. the reporting person may be deemed to have beneficial ownership over the securities held by ff-iv. the reporting person disclaims beneficial ownership over the shares held by ff-iv except to the extent of his pecuniary interest therein.
f12 these shares are held of record by the founders fund iv principals fund, lp ("ff-ivp"). the reporting person is one of the managing members of ffivm, which is the general partner of ff-ivp. the reporting person may be deemed to have beneficial ownership over the securities held by ff-ivp. the reporting person disclaims beneficial ownership over the shares held by ff-ivp except to the extent of his pecuniary interest therein.
f13 these shares are held of record by ff pathfinder vi, llc ("ff pathfinder"). the reporting person is one of the managing members of the founders fund vi management, llc, which is the managing member of ff pathfinder. the reporting person may be deemed to have beneficial ownership over the securities held by ff pathfinder. the reporting person disclaims beneficial ownership over the shares held by ff pathfinder except to the extent of his pecuniary interest therein.
f14 these shares are held of record by ff4 investment llc, of which the reporting person is the sole beneficial owner. the reporting person has beneficial ownership over the securities held by ff4 investment llc.
f15 these shares are held of record by pltr holdings llc, of which the reporting person is the sole beneficial owner. the reporting person has beneficial ownership over the securities held by pltr holdings llc.
f16 these shares were not subject to a particular transaction during the dates covered by this form 4 and are listed here to disclose the reporting person's holdings as required by securities and exchange commission rules.
f17 these shares are held of record by rivendell 25 llc, of which the reporting person is the sole beneficial owner. the reporting person has beneficial ownership over the securities held by rivendell 25 llc.
f18 these shares are held of record by sts holdings ii llc, of which the reporting person is the sole beneficial owner. the reporting person has beneficial ownership over the securities held by sts holdings ii llc.
f19 these shares are held of record by clarium l.p. ("clarium"). the reporting person is the president of clarium capital management, llc, which is the general partner of clarium. the reporting person may be deemed to have beneficial ownership over the securities held by clarium.
f20 these shares are held of record by pt ventures, llc ("ptv"), of which the reporting person is the managing member. the reporting person may be deemed to have beneficial ownership over the securities held by ptv. the reporting person disclaims beneficial ownership of the shares held by ptv except to the extent of his pecuniary interest therein.
f21 these shares are held of record by thiel capital llc, of which the reporting person is the manager. the reporting person has beneficial ownership over the securities held by thiel capital llc.
f22 these shares are held of record by mithril pal-spv 1, llc ("mithril"). the reporting person is the chairman of the investment committee of mithril gp lp, the general partner of mithril lp, which, in turn, owns mithril. the reporting person may be deemed to have beneficial ownership over the securities held by mithril. the reporting person disclaims beneficial ownership of the shares held by mithril except to the extent of his pecuniary interest therein.
f23 the sales reported on this form 4 were effected pursuant to a preexisting rule 10b5-1 trading plan adopted by the holder.
f24 this transaction was executed in multiple trades at prices ranging from $24.51 to $25.50. the price above reflects the weighted average sale price. the reporting person undertakes to provide, upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f25 these shares are held of record by rivendell 7 llc, of which the reporting person is the sole beneficial owner. the reporting person has beneficial ownership over the securities held by rivendell 7 llc.
f26 this transaction was executed in multiple trades at prices ranging from $25.505 to $26.31. the price above reflects the weighted average sale price. the reporting person undertakes to provide, upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f27 this transaction was executed in multiple trades at prices ranging from $24.78 to $25.75. the price above reflects the weighted average sale price. the reporting person undertakes to provide, upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f28 this transaction was executed in multiple trades at prices ranging from $25.79 to $26.04. the price above reflects the weighted average sale price. the reporting person undertakes to provide, upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
f29 the class b common stock is convertible into the issuer's class a common stock on a 1-for-1 basis and has no expiration date.

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