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) 03/29/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 03/29/2021 | M(1)(2)(3) | 339,411 | A | (1)(2)(3) | 402,603 | D | |||
Class A Common Stock | 03/30/2021 | S(1)(2)(3) | 60,800 | D | $21.5527(4) | 341,803 | D | |||
Class A Common Stock | 03/30/2021 | S(1)(2)(3) | 28,611 | D | $21.956(5) | 313,192 | D | |||
Class A Common Stock | 03/31/2021 | S(1)(2)(3) | 45,875 | D | $23.1206(6) | 267,317 | D | |||
Class A Common Stock | 03/31/2021 | S(1)(2)(3) | 38,309 | D | $23.5375(7) | 229,008 | 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 | ||||||||
Growth Units | (1)(2)(3) | 03/29/2021 | M(1)(2)(3) | 826,771 | (1)(2)(3) | (1)(2)(3) | Class A Common Stock | (1)(2)(3) | $0.00 | 0(1)(2)(3) | D |
Explanation of Responses: |
1. This transaction is part of a series of related transactions completed in connection with the vesting and settlement of Growth Units previously granted pursuant to the Issuer's 2010 Equity Incentive Plan, as amended. The performance-based vesting condition of the Growth Units was satisfied upon the listing and public trading of the Issuer's Class A Common Stock. The continued service vesting condition of the Growth Units was satisfied upon the Reporting Person continuing as a service provider through March 29, 2021 and thus the Growth Units vested on March 29, 2021. |
2. (continuation from footnote 1) Each Growth Unit represented a contingent right to receive shares of the Issuer's Class A Common Stock; the number of shares of Class A Common Stock issued following the vesting of the Growth Units was determined on the basis of a conversion formula that incorporated the closing sales price of the Issuer's Class A Common Stock on the first date such stock was publicly traded and other factors, as set out more fully in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act of 1933, as amended. |
3. (continuation from footnote 2) . As a result of the vesting of the Growth Units and the application of the conversion formula, an aggregate of 339,411 shares of Class A Common Stock were issued to the Reporting Person in two substantially equal installments on March 30, 2021 (169,706 shares) and March 31, 2021 (169,705 shares) and certain of those shares were automatically sold to cover required tax withholding obligations in connection with the settlement of the shares on each of those dates. All the foregoing transactions were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan. |
4. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.87 to $21.86. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (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. |
5. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $21.87 to $22.06. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (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. |
6. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $22.41 to $23.40. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (7) 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. |
7. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $23.41 to $23.84. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (6) 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. |
Remarks: |
Officer title: President and Secretary |
/s/ Justin V. Laubach, under power of attorney | 03/31/2021 | |
** 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. |