Form 4 SentinelOne, Inc. For: Sep 21 Filed by: Weingarten Tomer

September 23, 2021 9:25 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 *
Weingarten Tomer

(Last) (First) (Middle)
C/O SENTINELONE, INC.
444 CASTRO STREET, SUITE 400

(Street)
MOUNTAIN VIEW CA 94041

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SentinelOne, Inc. [ S ]
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
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2021
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 09/21/2021   C   2,033,653 (1) A (2) (3) 2,033,653 D  
Class A Common Stock 09/21/2021   J (4)   2,033,653 D $ 0 0 D  
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
Class B Common Stock (2) (3) 09/21/2021   C     2,033,653   (2) (3)   (2) (3) Class A Common Stock 2,033,653 (2) (3) 4,233,653 D  
Class B Common Stock (2) (3)               (2) (3)   (2) (3) Class A Common Stock 200,000   200,000 I By Trust (5)
Class B Common Stock (2) (3)               (2) (3)   (2) (3) Class A Common Stock 400,000   400,000 I By Trust (6)
Explanation of Responses:
1. Represents shares acquired upon the conversion of Class B common stock to Class A common stock.
2. 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)
3. (continued from footnote 2) (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.
4. The Reporting Person transferred these shares to his former spouse pursuant to a marriage settlement agreement. These shares remain subject to a lock-up agreement with the underwriters of the Issuer's IPO. The Reporting Person no longer reports as beneficially owned any securities owned by his former spouse.
5. These securities are held by the Tomer Weingarten 2021 Grantor Retained Annuity Trust dated April 29, 2021, of which the Reporting Person is trustee.
6. 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.
/s/ David Bernhardt, as Attorney-in-Fact for Tomer Weingarten 09/23/2021
** 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 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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