SEC FORM 3

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^*

Weingarten Tomer

(Last)

(First)

(Middle)

C/O SENTINELONE, INC.

444 CASTRO STREET, SUITE 400

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
SentinelOne, Inc. [ S ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B Common Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	6,267,306	⁽¹⁾⁽²⁾	D
Class B Common Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	200,000	⁽¹⁾⁽²⁾	I	By Trust⁽³⁾
Class B Common Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	400,000	⁽¹⁾⁽²⁾	I	By Trust⁽⁴⁾
Employee Stock Option (right to buy)	⁽⁵⁾	03/07/2029	Class B Common Stock	825,000	$1.1967	D
Employee Stock Option (right to buy)	⁽⁶⁾	03/27/2030	Class B Common Stock	3,000,000	$2.27	D
Employee Stock Option (right to buy)	⁽⁷⁾	03/23/2031	Class B Common Stock	5,217,186	$9.74	D

Explanation of Responses:

1. Each share of Class B common stock is convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) seven years from the effective date of the Issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) held by the Reporting Person, including certain entities that the Reporting Person controls, is less than 25% of the number of shares of Class B common stock (including shares of Class B common stock subject to outstanding stock options) that the Reporting Person originally held as of the date of the IPO, (continued)

2. (continued from footnote 1) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the first date following the completion of this offering when the Reporting Person is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which the Reporting Person is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the death or disability, as defined in the Issuer's restated certificate of incorporation, of the Reporting Person.

3. These securities are held by the Tomer Weingarten 2021 Grantor Retained Annuity Trust dated April 29, 2021, of which the Reporting Person is trustee.

4. These securities are held by a trust over whose trustee the Reporting Person can exercise remove and replace powers. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

5. The stock option vests and becomes exercisable in 48 equal monthly installments beginning on March 1, 2019, subject to the Reporting Person's continued service to the Issuer on each vesting date.

6. The stock option vests and becomes exercisable in 48 equal monthly installments beginning on February 22, 2020, subject to the Reporting Person's continued service to the Issuer on each vesting date.

7. The stock option vests and becomes exercisable in 60 equal monthly installments beginning on April 24, 2021, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ David Bernhardt, as Attorney-in-Fact for Tomer Weingarten	06/29/2021
	** 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 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.