X0306 4 2021-05-11 0 0001321655 Palantir Technologies Inc. PLTR 0001211060 THIEL PETER C/O PALANTIR TECHNOLOGIES INC. 1555 BLAKE STREET, SUITE 250 DENVER CO 80202 1 0 1 0 Class A Common Stock 2021-05-11 4 C 0 391269 A 0 I See Footnote Class A Common Stock 2021-05-11 4 C 0 125599 A 0 I See Footnote Class A Common Stock 5413781 D Class A Common Stock 0 I See Footnote Class A Common Stock 0 I See Footnote Class A Common Stock 0 I See Footnote Class A Common Stock 0 I See Footnote Class A Common Stock 0 I See Footnote Class A Common Stock 0 I See Footnote Class A Common Stock 0 I See Footnote Class A Common Stock 3262 I See Footnote Class A Common Stock 1108442 I See Footnote Class A Common Stock 17502211 I See Footnote Class A Common Stock 77851188 I See Footnote Class A Common Stock 53487 I See Footnote Class A Common Stock 268840 I See Footnote Class A Common Stock 1954631 I See Footnote Class A Common Stock 5028763 I See Footnote Class A Common Stock 6959168 I See Footnote Class A Common Stock 14530420 I See Footnote Class B Common Stock Warrant (Right to buy) 6.13 2021-05-11 4 X 0 536445 0.00 D 2025-01-01 Class B Common Stock (2) 536445 0 I See Footnote Class B Common Stock Warrant (Right to buy) 6.13 2021-05-11 4 X 0 172201 0.00 D 2025-01-01 Class B Common Stock (2) 172201 0 I See Footnote Class B Common Stock Warrant (Right to buy) 6.13 2022-11-20 Class B Common Stock (2) 4502447 4502447 I See Footnote Class B Common Stock (2) 2021-05-11 4 X 0 536445 6.13 A Class A Common Stock 536445 536445 I See Footnote Class B Common Stock (2) 2021-05-11 4 F 0 145176 22.6513 D Class A Common Stock 145176 391269 I See Footnote Class B Common Stock (2) 2021-05-11 4 X 0 172201 6.13 A Class A Common Stock 172201 172201 I See Footnote Class B Common Stock (2) 2021-05-11 4 F 0 46602 22.6513 D Class A Common Stock 46602 125599 I See Footnote Class B Common Stock (2) 2021-05-11 4 C 0 391269 0.00 D Class A Common Stock 391269 0 I See Footnote Class B Common Stock (2) 2021-05-11 4 C 0 125599 0.00 D Class A Common Stock 125599 0 I See Footnote Class B Common Stock (2) Class A Common Stock 13031306 13031306 D Class B Common Stock (2) Class A Common Stock 2962961 2962961 I See Footnote Class B Common Stock (2) Class A Common Stock 2750050 2750050 I See Footnote Class B Common Stock (2) Class A Common Stock 7818526 7818526 I See Footnote Class B Common Stock (2) Class A Common Stock 2565601 2565601 I See Footnote 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. These shares are held of record by PT Ventures, LLC ("PTV"), of which the Reporting Person is the Managing Member. The Reporting Person has beneficial ownership over the securities held by PTV. 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. 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. This transaction represents the cashless net exercise of a warrant in exchange for Class B Common Stock effected in compliance with a preexisting Rule 10b5-1 plan adopted by the holder. All of the shares underlying the warrant were fully vested and exercisable as of the date of the reported transaction. This warrant is held by 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 securities held by FF-IV except to the extent of his pecuniary interest therein. This warrant is held by 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 securities held by FF-IVP except to the extent of his pecuniary interest therein. All of the shares underlying the warrant are fully vested and exercisable as of the date hereof. This warrant was not subject to a particular transaction during the dates covered by this Form 4 and is listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules. This warrant is held by 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 securities held by Mithril except to the extent of his pecuniary interest therein. /s/ Justin V. Laubach, under power of attorney 2021-05-13