SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cohen Stephen Andrew

(Last)

(First)

(Middle)

C/O PALANTIR TECHNOLOGIES INC.

1555 BLAKE STREET, SUITE 250

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2020

3. Issuer Name and Ticker or Trading Symbol
Palantir Technologies Inc. [ PLTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,402,647	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	12,034,023	⁽¹⁾	D
Class F Common Stock	⁽²⁾	⁽²⁾	Class B Common Stock⁽¹⁾	335,000	⁽²⁾	I	See Footnote⁽³⁾
Employee Stock Option (Right to buy)	⁽⁴⁾	07/27/2021	Class B Common Stock⁽¹⁾	4,840,000	$1.1	D
Employee Stock Option (Right to buy)	⁽⁵⁾	06/08/2030	Class B Common Stock⁽¹⁾	12,401,568	$4.72	D
Employee Stock Option (Right to buy)	⁽⁶⁾	08/20/2032	Class B Common Stock⁽¹⁾	13,500,000	$11.38	D

Explanation of Responses:

1. 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.

2. The Class F Common Stock is convertible into the Issuer's Class B Common Stock on a 1-for-1 basis and has no expiration date. 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. These shares are held of record by the voting trust established pursuant to the Voting Trust Agreement entered into among Alexander Karp, Peter Thiel, the Reporting Person and Wilmington Trust, National Association (the "Voting Trust"). The Reporting Person is a beneficiary of the Voting Trust and may be deemed to have beneficial ownership with respect to 335,000 shares of Class F Common Stock held in the Voting Trust.

4. All of the shares subject to the option are fully vested and exercisable as of the date hereof.

5. 5/9 of shares subject to the option were vested as of June 9, 2020. 1/72nd of shares subject to the option vested on July 3, 2020 and continue to vest each month thereafter until June 3, 2021, subject to the Reporting Person continuing as a service provider through such dates. 5/18 of shares subject to the option will vest on June 9, 2021, subject to the Reporting Person continuing as a service provider through such date. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase.

6. 1/20th of the shares subject to the option shall vest on August 20, 2021 and each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Justin V. Laubach, under power of attorney	09/22/2020
	** 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 5 (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.