Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-013598
Date:2021-02-19
Issuer: PALANTIR TECHNOLOGIES INC. (PLTR)
Original Submission Date:

Reporting Person:

SANKAR SHYAM
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 2021-02-19 C 600,000 a $0.00 3,637,303 direct
CLASS A COMMON STOCK 2021-02-19 S 300,000 d $28.00 3,337,303 direct
CLASS A COMMON STOCK 2021-02-19 S 300,000 d $29.00 3,037,303 direct
CLASS A COMMON STOCK 2021-02-22 S 73,913 d $28.17 2,963,390 direct
CLASS A COMMON STOCK 2021-02-22 S 29,505 d $28.94 2,933,885 direct
CLASS A COMMON STOCK 2021-02-22 S 4,092 d $29.85 2,929,793 direct
CLASS A COMMON STOCK 2021-02-23 S 2,408 d $24.59 2,927,385 direct
CLASS A COMMON STOCK 2021-02-23 S 37,737 d $26.18 2,889,648 direct
CLASS A COMMON STOCK 2021-02-23 S 9,855 d $26.79 2,879,793 direct
CLASS A COMMON STOCK 0 $0.00 850,000 indirect f10
CLASS A COMMON STOCK 0 $0.00 225,048 indirect f11
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
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 4.72 2021-02-19 deemed execution date M 600,000 (d) 2030-06-03 class b common stock 600,000 $4.72 4,335,000 direct
CLASS B COMMON STOCK 4.72 2021-02-19 deemed execution date M 600,000 (a) class a common stock 600,000 $4.72 600,000 direct
CLASS B COMMON STOCK 0.0 2021-02-19 deemed execution date C 600,000 (d) class a common stock 600,000 $0.00 0 direct
Footnotes
IDfootnote
f1 this transaction is part of a related series of transactions undertaken on february 19, 2021 pursuant to a preexisting rule 10b5-1 trading plan. the reporting person exercised vested class b common stock options, converted the resulting shares of class b common stock to class a common stock, and immediately sold the shares of class a common stock in the open market.
f2 this transaction represents an automatic sale of shares to cover required tax withholding obligations in connection with the vesting of restricted stock units.
f3 this transaction represents sales executed in multiple open market sales. the sales reflected in this line item were made at prices ranging from $27.56 to $28.55. the price reported above reflects the weighted average sale price of trades occurring within that price range. see footnotes (4) and (5) for sales executed in other price ranges on the date indicated. 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 sale price.
f4 this transaction represents sales executed in multiple open market sales. the sales reflected in this line item were made at prices ranging from $28.56 to $29.52. the price reported above reflects the weighted average sale price of trades occurring within that price range. see footnotes (3) and (5) for sales executed in other price ranges on the date indicated. 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 sale price.
f5 this transaction represents sales executed in multiple open market sales. the sales reflected in this line item were made at prices ranging from $29.56 to $30.17. the price reported above reflects the weighted average sale price of trades occurring within that price range. see footnotes (3) and (4) for sales executed in other price ranges on the date indicated. 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 sale price.
f6 the reporting person sold shares of class a common stock in the open market pursuant to a pre-existing rule 10b5-1 trading plan, which shares were acquired as a result of the vesting of restricted stock units.
f7 this transaction represents sales executed in multiple open market sales. the sales reflected in this line item were made at prices ranging from $24.35 to $24.85. the price reported above reflects the weighted average sale price of trades occurring within that price range. see footnotes (8) and (9) for sales executed in other price ranges on the date indicated. 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 sale price.
f8 this transaction represents sales executed in multiple open market sales. the sales reflected in this line item were made at prices ranging from $25.505 to $26.49. the price reported above reflects the weighted average sale price of trades occurring within that price range. see footnotes (7) and (9) for sales executed in other price ranges on the date indicated. 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 sale price.
f9 this transaction represents sales executed in multiple open market sales. the sales reflected in this line item were made at prices ranging from $26.505 to $27.445. the price reported above reflects the weighted average sale price of trades occurring within that price range. see footnotes (7) and (8) for sales executed in other price ranges on the date indicated. 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 sale price.
f10 these shares are held of record by shyam sankar, trustee of the shyam sankar 2020 annuity trust u/a/d 7/14/2020 (the "annuity trust"). 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. the reporting person disclaims beneficial ownership of the shares held by the annuity trust, except to the extent of his pecuniary interest therein.
f11 these shares are held of record by shyam sankar, co-trustee of the sankar irrevocable remainder trust u/a/d 4/20/2020 (the "remainder trust"). 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.the reporting person disclaims beneficial ownership of the shares held by the remainder trust, except to the extent of his pecuniary interest therein.
f12 the options exercised in this transaction were fully vested and exercisable as of the transaction date.
f13 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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