0001660280-24-000021.txt : 20240222 0001660280-24-000021.hdr.sgml : 20240222 20240222204949 ACCESSION NUMBER: 0001660280-24-000021 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240220 FILED AS OF DATE: 20240222 DATE AS OF CHANGE: 20240222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yoran Amit CENTRAL INDEX KEY: 0001383318 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38600 FILM NUMBER: 24666979 MAIL ADDRESS: STREET 1: C/O TENABLE HOLDINGS, INC. STREET 2: 6100 MERRIWEATHER DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tenable Holdings, Inc. CENTRAL INDEX KEY: 0001660280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 475580846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6100 MERRIWEATHER DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 410-872-0555 MAIL ADDRESS: STREET 1: 6100 MERRIWEATHER DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 4 1 wk-form4_1708652973.xml FORM 4 X0508 4 2024-02-20 0 0001660280 Tenable Holdings, Inc. TENB 0001383318 Yoran Amit C/O TENABLE HOLDINGS, INC. 6100 MERRIWEATHER DRIVE COLUMBIA MD 21044 1 1 0 0 President, CEO and Chairman 0 Common Stock 2024-02-20 4 M 0 14551 0 A 306083 D Common Stock 2024-02-20 4 M 0 10690 0 A 316773 D Common Stock 2024-02-21 4 S 0 12329 46.22 D 304444 D Common Stock 2024-02-22 4 M 0 11264 0 A 315708 D Common Stock 2024-02-22 4 M 0 35990 0 A 351698 D Common Stock 169765 I By Grantor Retained Annuity Trust Common Stock 335435 I By Grantor Retained Annuity Trust Common Stock 245947 I By Trust Restricted Stock Units 2024-02-20 4 M 0 14551 0 D Common Stock 14551 0 D Restricted Stock Units 2024-02-20 4 M 0 10690 0 D Common Stock 10690 42760 D Performance Restricted Stock Units 2024-02-22 4 A 0 45059 0 A Common Stock 45059 45059 D Performance Restricted Stock Units 2024-02-22 4 M 0 11264 0 D Common Stock 11264 33795 D Restricted Stock Units 2024-02-22 4 M 0 35990 0 D Common Stock 35990 107973 D Restricted Stock Units 2024-02-22 4 A 0 173516 0 A Common Stock 173516 173516 D The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The Trustee of the Amit Yoran GRAT B is Amit Yoran. The Trustee of the Amit Yoran GRAT A is Amit Yoran. The Trustees of the Amit Yoran 2020 Family Trust are Dov Yoran and David Redling. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock. 100% of the shares underlying the RSUs vested on February 19, 2024. 25% of the shares underlying the RSUs vested on February 17, 2022, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. On February 21, 2024, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 22, 2023 and determined a 93.9% payout for the measurement period based on the Issuer's fiscal year 2023 criteria. 25% of the shares underlying the PRSUs vested on February 22, 2024, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. 25% of the shares underlying the RSUs vested on February 22, 2024, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. 25% of the shares underlying the RSUs vest on February 22, 2025, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. /s/ David Bartholomew, Attorney-in-Fact 2024-02-22