Form 4 Palantir Technologies For: May 20 Filed by: Sankar Shyam

May 24, 2022 9:42 PM EDT

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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).
1. Name and Address of Reporting Person *
Sankar Shyam

(Last) (First) (Middle)
C/O PALANTIR TECHNOLOGIES INC.
1555 BLAKE STREET, SUITE 250

(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)
05/20/2022
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 05/20/2022   C (1) (2)   100,385 A (3) 2,231,830 D  
Class A Common Stock 05/20/2022   S (1) (2)   157,267 D $ 8.0865 (4) 2,074,563 D  
Class A Common Stock 05/23/2022   C (1) (2)   46,762 A (3) 2,121,325 D  
Class A Common Stock 05/23/2022   S (1) (2)   73,260 D $ 8.0334 (5) 2,048,065 D  
Class A Common Stock 05/24/2022   C (1) (2)   27,998 A (3) 2,076,063 D  
Class A Common Stock 05/24/2022   S (1) (2)   43,863 D $ 7.5431 (6) 2,032,200 D  
Class A Common Stock               761,111 I See Footnote (7)
Class A Common Stock               225,048 I See Footnote (8)
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 (9) 05/20/2022   M (1) (2)     375,000   (10) 05/20/2026 Class B Common Stock (3) 375,000 $ 0 6,000,000 D  
Class B Common Stock (3) (3) 05/20/2022   M (1) (2)   375,000     (3)   (3) Class A Common Stock 375,000 $ 0 679,764 D  
Class B Common Stock (3) (3) 05/20/2022   C (1) (2)     100,385   (3)   (3) Class A Common Stock 100,385 $ 0 579,379 D  
Class B Common Stock (3) (3) 05/23/2022   C (1) (2)     46,762   (3)   (3) Class A Common Stock 46,762 $ 0 532,617 D  
Class B Common Stock (3) (3) 05/24/2022   C (1) (2)     27,998   (3)   (3) Class A Common Stock 27,998 $ 0 504,619 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 ("RSUs") on May 20, 2022, converted 100,385 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 20, 2022 along with 56,882 additional shares of Class A Common Stock acquired upon incremental vesting of previously granted RSUs, converted 46,762 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 23, 2022 along with 26,498 additional shares of Class A Common Stock acquired upon incremental vesting of previously granted RSUs (continued in footnote 2)
2. (continuation from footnote 1) and then converted 27,998 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on May 24, 2022 along with 15,865 additional shares of Class A Common Stock acquired upon incremental vesting of previously granted RSUs. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on May 20, 2022 and were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.
3. 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.
4. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.72 to $8.39. 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.
5. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $8.00 to $8.16. 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.
6. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.38 to $7.71. 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.
7. These shares are held of record by Shyam Sankar, Trustee of The Shyam Sankar 2020 Annuity Trust u/a/d 7/14/2020 (the "Annuity 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 Annuity Trust, except to the extent of his pecuniary interest therein.
8. 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.
9. 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.
10. The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.
Remarks:
Officer title: Chief Operating Officer and Executive Vice President
/s/ Justin V. Laubach, under power of attorney 05/24/2022
** 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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