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*
Sankar Shyam

(Last) (First) (Middle)
C/O PALANTIR TECHNOLOGIES INC.
1555 BLAKE STREET, SUITE 250

(Street)
DENVER CO 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer & EVP
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 1,456,552 D
Class A Common Stock 850,000 I See Footnote(1)
Class A Common Stock 225,048 I See Footnote(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy) (3) 06/03/2030 Class B Common Stock(4) 5,535,000 4.72 D
Employee Stock Option (Right to buy) (5) 08/20/2032 Class B Common Stock(4) 7,500,000 11.38 D
Explanation of Responses:
1. 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"). The Reporting Person disclaims beneficial ownership of the shares held by the Annuity Trust, except to the extent of his pecuniary interest therein.
2. 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"). The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.
3. 1/60th of the shares subject to the option vested on August 1, 2016, and 1/60th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
4. 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.
5. 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.