0001321655-23-000126.txt : 20231122 0001321655-23-000126.hdr.sgml : 20231122 20231122203040 ACCESSION NUMBER: 0001321655-23-000126 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231120 FILED AS OF DATE: 20231122 DATE AS OF CHANGE: 20231122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Karp Alexander C. CENTRAL INDEX KEY: 0001823951 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39540 FILM NUMBER: 231434856 MAIL ADDRESS: STREET 1: C/O PALANTIR TECHNOLOGIES INC. STREET 2: 1200 17TH STREET, FLOOR 15 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Palantir Technologies Inc. CENTRAL INDEX KEY: 0001321655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680551851 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1200 17TH STREET STREET 2: FLOOR 15 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 720-358-3679 MAIL ADDRESS: STREET 1: 1200 17TH STREET STREET 2: FLOOR 15 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Palantir Technologies Inc DATE OF NAME CHANGE: 20050324 4 1 wk-form4_1700703028.xml FORM 4 X0508 4 2023-11-20 0 0001321655 Palantir Technologies Inc. PLTR 0001823951 Karp Alexander C. C/O PALANTIR TECHNOLOGIES INC. 1200 17TH STREET, FLOOR 15 DENVER CO 80202 1 1 0 0 See Remarks 1 Class A Common Stock 2023-11-20 4 C 0 325000 A 6757258 D Class A Common Stock 2023-11-20 4 S 0 324300 21.3272 D 6432958 D Class A Common Stock 2023-11-20 4 S 0 700 21.5786 D 6432258 D Class A Common Stock 2023-11-20 4 C 0 237194 A 6669452 D Class A Common Stock 2023-11-20 4 S 0 237025 21.2701 D 6432427 D Class A Common Stock 2023-11-20 4 S 0 169 21.59 D 6432258 D Class A Common Stock 2023-11-21 4 C 0 165284 A 6597542 D Class A Common Stock 2023-11-21 4 S 0 144003 20.0885 D 6453539 D Class A Common Stock 2023-11-21 4 S 0 21281 21.0546 D 6432258 D Class B Common Stock 2023-11-20 4 C 0 325000 0 D Class A Common Stock 325000 48952281 D Restricted Stock Units 2023-11-20 4 M 0 877500 0 D 2031-05-20 Class B Common Stock 877500 26325000 D Class B Common Stock 2023-11-20 4 M 0 877500 0 A Class A Common Stock 877500 49829781 D Restricted Stock Units 2023-11-20 4 M 0 97500 0 D 2031-05-20 Class B Common Stock 97500 2925000 D Class B Common Stock 2023-11-20 4 M 0 97500 0 A Class A Common Stock 97500 49927281 D Class B Common Stock 2023-11-20 4 C 0 237194 0 D Class A Common Stock 237194 49690087 D Class B Common Stock 2023-11-21 4 C 0 165284 0 D Class A Common Stock 165284 49524803 D This transaction is part of a related series of transactions. The Reporting Person converted 325,000 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 pursuant to a preexisting Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into (or most recently amended or modified, as applicable) on February 23, 2023, prior to the effectiveness of, but in compliance with, the revised requirements of Rule 10b5-1(c). 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.57 to $21.56. 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $21.57 to $21.59. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) 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. This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on November 20, 2023, converted 237,194 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 20, 2023 and then converted 165,284 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 21, 2023. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on November 20, 2023 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.59 to $21.58. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $19.74 to $20.73. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (8) 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.74 to $21.73. 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. These securities are RSUs granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date. These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. Officer title: Chief Executive Officer. This Form 4 has been compiled based on applicable requirements to reflect the specific transactions described herein and is not intended to disclose or describe all shares and/or other equity securities owned or beneficially held by the Reporting Person. For additional details regarding the Reporting Person's overall stock and equity holdings, please see the Issuer's Proxy Statement filed with the Securities and Exchange Commission on April 26, 2023, including under the heading "Security Ownership Of Certain Beneficial Owners And Management" (subject to the definitions, explanations, and time periods described therein). /s/ Justin V. Laubach, under power of attorney 2023-11-22