FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Palantir Technologies Inc. [ PLTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/23/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 02/22/2021 | C(1) | 300,000(1) | A | (2) | 3,229,793 | D | |||
Class A Common Stock | 02/22/2021 | S(1) | 300,000(1) | D | $30(3) | 2,929,793(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to buy) | $4.72 | 02/22/2021 | M(1) | 300,000 | (5) | 06/03/2030 | Class B Common Stock(2) | 300,000 | $0.00 | 4,035,000 | D | ||||
Class B Common Stock(2) | $4.72 | 02/22/2021 | M(1) | 300,000 | (2) | (2) | Class A Common Stock | 300,000 | $0.00 | 300,000 | D | ||||
Class B Common Stock(2) | (2) | 02/22/2021 | C(1) | 300,000 | (2) | (2) | Class A Common Stock | 300,000 | $0.00 | 0 | D |
Explanation of Responses: |
1. The original Form 4, filed February 23, 2021, inadvertently omitted reporting a related series of transactions undertaken on February 22, 2021 pursuant to a preexisting Rule 10b5-1 trading plan. The Reporting Person exercised 300,000 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. The other transactions listed on the original Form 4, filed February 23, 2021, are not restated here. |
2. 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. |
3. This transaction represents a sale of shares in the open market made at a price of $30.00 per share. |
4. The amount listed here is the correct amount as of February 22, 2021, after giving effect to all the Reporting Person's transactions on such date. The amounts reported for transactions dated February 23, 2021, as reported on the original Form 4, filed February 23, 2021, were correct. |
5. The options exercised in this transaction were fully vested and exercisable as of the transaction date. |
Remarks: |
Officer title: Chief Operating Officer and Executive Vice President |
/s/ Justin V. Laubach, under power of attorney | 04/16/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |