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Form 4/A Palantir Technologies For: Feb 19 Filed by: Sankar Shyam

April 16, 2021 8:48 PM EDT
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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OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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)
02/19/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/23/2021		 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 02/22/2021   C (1)   300,000 (1) A (2) 3,229,793 D  
Class A Common Stock 02/22/2021   S (1)   300,000 (1) D $ 30 (3) 2,929,793 (4) 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
Employee Stock Option (Right to buy) $ 4.72 02/22/2021   M (1)     300,000   (5) 06/03/2030 Class B Common Stock (2) 300,000 $ 0 4,035,000 D  
Class B Common Stock (2) $ 4.72 02/22/2021   M (1)   300,000     (2)   (2) Class A Common Stock 300,000 $ 0 300,000 D  
Class B Common Stock (2) (2) 02/22/2021   C (1)     300,000   (2)   (2) Class A Common Stock 300,000 $ 0 0 D  
Explanation of Responses:
1. The original Form 4, filed February 23, 2021, inadvertently omitted reporting a related series of transactions undertaken on February 22, 2021 pursuant to a preexisting Rule 10b5-1 trading plan. The Reporting Person exercised 300,000 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market. The other transactions listed on the original Form 4, filed February 23, 2021, are not restated here.
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 a sale of shares in the open market made at a price of $30.00 per share.
4. The amount listed here is the correct amount as of February 22, 2021, after giving effect to all the Reporting Person's transactions on such date. The amounts reported for transactions dated February 23, 2021, as reported on the original Form 4, filed February 23, 2021, were correct.
5. The options exercised in this transaction were fully vested and exercisable as of the transaction date.
Remarks:
Officer title: Chief Operating Officer and Executive Vice President
/s/ Justin V. Laubach, under power of attorney 04/16/2021
** 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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