Statement of Changes in Beneficial Ownership (4)
September 30 2021 - 5:47PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Weingarten Tomer |
2. Issuer Name and Ticker or Trading Symbol
SentinelOne, Inc.
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S
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO |
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(Last)
(First)
(Middle)
C/O SENTINELONE, INC., 444 CASTRO STREET, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/28/2021 |
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(Street)
MOUNTAIN VIEW, CA 94041
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 9/28/2021 | | C | | 125000 (1) | A | $1.1967 | 125000 | D | |
| Class A Common Stock | 9/28/2021 | | S(2) | | 121100 | D | $54.9206 (3) | 3900 | D | |
| Class A Common Stock | 9/28/2021 | | S(2) | | 3900 | D | $55.3426 (4) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Stock Option (Right to Buy) | $1.1967 | 9/28/2021 | | M | | | 125000 | (5) | 3/7/2029 | Class B Common Stock | 125000 | $0.00 | 700000 | D | |
| Class B Common Stock | (6)(7) | 9/28/2021 | | M | | 125000 | | (6)(7) | (6)(7) | Class A Common Stock | 125000 | $0.00 | 125000 | D | |
| Class B Common Stock | (6)(7) | 9/28/2021 | | C | | | 125000 | (6)(7) | (6)(7) | Class A Common Stock | 125000 | $0.00 | 0 | D | |
| Class B Common Stock | (6)(7) | | | | | | | (6)(7) | (6)(7) | Class A Common Stock | 4233653 | | 4233653 | D | |
| Class B Common Stock | (6)(7) | | | | | | | (6)(7) | (6)(7) | Class A Common Stock | 200000 | | 200000 | I | By Trust (8) |
| Class B Common Stock | (6)(7) | | | | | | | (6)(7) | (6)(7) | Class A Common Stock | 400000 | | 400000 | I | By Trust (9) |
| Explanation of Responses: |
| (1) | Represents the number of shares that were acquired upon conversion of Class B common stock to Class A common stock. |
| (2) | The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 14, 2021. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.26 to $55.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.26 to $55.63, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| (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) | 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, |
| (7) | (continued from footnote 6) (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. |
| (8) | These securities are held by the Tomer Weingarten 2021 Grantor Retained Annuity Trust dated April 29, 2021, of which the Reporting Person is trustee. |
| (9) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Weingarten Tomer
C/O SENTINELONE, INC.
444 CASTRO STREET, SUITE 400
MOUNTAIN VIEW, CA 94041 | X |
| President, CEO |
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Signatures
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| /s/ David Bernhardt, Attorney-in-Fact | | 9/30/2021 |
| **Signature of Reporting Person | Date |
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