SEC Form 4
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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sankar Shyam

(Last) (First) (Middle)
C/O PALANTIR TECHNOLOGIES INC.
1200 17TH STREET, FLOOR 15

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Palantir Technologies Inc. [ PLTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2023
4. 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 Acquired, Disposed of, or Beneficially Owned
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 11/20/2023 C(1) 99,537 A (2) 1,137,653 D
Class A Common Stock 11/20/2023 S(1) 155,569 D $21.2701(3) 982,084 D
Class A Common Stock 11/20/2023 S(1) 111 D $21.59 981,973 D
Class A Common Stock 11/21/2023 C(1) 69,360 A (2) 1,051,333 D
Class A Common Stock 11/21/2023 S(1) 94,515 D $20.0885(4) 956,818 D
Class A Common Stock 11/21/2023 S(1) 13,968 D $21.0546(5) 942,850 D
Class A Common Stock 11/22/2023 C(6) 206,103 A (2) 1,148,953 D
Class A Common Stock 11/22/2023 S(6) 321,167 D $19.7575(7) 827,786 D
Class A Common Stock 11/22/2023 G(8) 75,000 D $0 752,786 D
Class A Common Stock 749,899 I See Footnote(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units (10) 11/20/2023 M(1) 375,000 (11) 05/20/2026 Class B Common Stock(2) 375,000 $0 3,750,000 D
Class B Common Stock(2) (2) 11/20/2023 M(1) 375,000 (2) (2) Class A Common Stock 375,000 $0 2,298,525 D
Class B Common Stock(2) (2) 11/20/2023 C(1) 99,537 (2) (2) Class A Common Stock 99,537 $0 2,198,988 D
Class B Common Stock(2) (2) 11/21/2023 C(1) 69,360 (2) (2) Class A Common Stock 69,360 $0 2,129,628 D
Class B Common Stock(2) (2) 11/22/2023 C(6) 206,103 (2) (2) Class A Common Stock 206,103 $0 1,923,525 D
Explanation of Responses:
1. This transaction is part of a related series of transactions. The Reporting Person acquired rights to 375,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units on November 20, 2023, converted 99,537 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock along with 56,143 additional shares of Class A Common Stock on November 20, 2023 and then converted 69,360 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock along with 39,123 additional 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.
2. 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.
3. 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.
4. 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 (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 $20.74 to $21.73. 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 is part of a related series of transactions. The Reporting Person converted 206,103 shares of Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock along with 115,064 additional 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 June 7, 2022, prior to the effectiveness of the revised requirements of Rule 10b5-1(c).
7. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $19.575 to $19.97. 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.
8. Represents a bona fide gift of 75,000 shares by the Reporting Person to a tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code in memory of the Reporting Person's late father, in compliance with the Reporting Person's Rule 10b5-1 trading plan noted in footnote (6) above.
9. 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"). These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules. The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.
10. 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.
11. The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.
Remarks:
Officer title: Chief Technology Officer and Executive Vice President. 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 11/22/2023
** 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.

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