Form S-1MEF SentinelOne, Inc.

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June 29, 2021 9:20 PM EDT
As filed with the U.S. Securities and Exchange Commission on June 29, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SentinelOne, Inc.
(Exact name of registrant as specified in its charter)

Delaware737299-0385461
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification No.)
444 Castro Street, Suite 400
Mountain View, California 94041
(855) 868-3733
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Tomer Weingarten
Chairman of the Board of Directors, President, and Chief Executive Officer
SentinelOne, Inc.
444 Castro Street, Suite 400
Mountain View, California 94041
(855) 868-3733
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Cynthia Hess
Steven Levine
Ran Ben-Tzur
David A. Bell
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
Efraim Harari
Chief Legal and Trust Officer
SentinelOne, Inc.
444 Castro Street, Suite 400
Mountain View, California 94041
(855) 868-3733
Richard Kline
Brian Paulson
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-256761
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated filer ☒
  Smaller reporting company ☐
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share
Proposed Maximum
Aggregate Offering Price
Amount of
Registration Fee(2)
Class A common stock, $0.0001 par value per share3,450,000$35.00$120,750,000$13,174
(1)Represents only the additional number of shares being registered, including 450,000 additional shares that the underwriters have the option to purchase to cover over-allotments, if any. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-256761).
(2)The registration fee is calculated in accordance with Rule 457(a) under the Securities Act, based on the proposed maximum aggregate offering price. The registrant previously registered securities with an aggregate offering price not to exceed $1,177,600,000 on a Registration Statement on Form S-1, as amended (File No. 333-256761), which was declared effective by the U.S. Securities and Exchange Commission on June 29, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $120,750,000 is hereby registered, which includes the additional shares that the underwriters have the option to purchase to cover over-allotments, if any.
This registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.


EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), SentinelOne, Inc. (the “Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-256761) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on June 3, 2021, and which the Commission declared effective on June 29, 2021.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of Class A common stock, $0.0001 par value per share (the “Class A common stock”), by 3,450,000 shares, 450,000 of which are subject to purchase upon the exercise of the underwriters’ option to purchase additional shares of the Registrant’s Class A common stock to cover over-allotments, if any. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.


EXHIBIT INDEX


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mountain View, California, on the 29th day of June, 2021.
SENTINELONE, INC.
By:/s/ Tomer Weingarten
Tomer Weingarten
Chairman of the Board of Directors, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Tomer WeingartenChairman of the Board of Directors, President, and Chief Executive Officer (Principal Executive Officer)June 29, 2021
Tomer Weingarten
/s/ David Bernhardt
Chief Financial Officer
(Principal Financial and Accounting Officer)
June 29, 2021
David Bernhardt
*DirectorJune 29, 2021
Charlene T. Begley
*DirectorJune 29, 2021
Aaron Hughes
*DirectorJune 29, 2021
Mark S. Peek
*DirectorJune 29, 2021
Daniel Scheinman
*DirectorJune 29, 2021
Robert Schwartz
*DirectorJune 29, 2021
Teddie Wardi
*DirectorJune 29, 2021
Jeffery W. Yabuki
*By:/s/ Tomer Weingarten
Attorney-in-Fact

Exhibit 5.1
fenwicklogo.jpg
801 California Street
Mountain View, CA 94041		650.988.8500
Fenwick.com
June 29, 2021
SentinelOne, Inc.
444 Castro Street, Suite 400
Mountain View, California 94041
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-1 (the “Initial Registration Statement”) filed by SentinelOne, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on June 29, 2021 pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration of an aggregate of 3,450,000 shares (the “Stock”) of the Company’s Class A Common Stock.
In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:
(1)The Company’s Ninth Amended and Restated Certificate of Incorporation, filed with and certified by the Secretary of State of the State of Delaware on June 21, 2021 (the “Restated Certificate”), and the Restated Certificate of Incorporation that the Company intends to file and that will be effective upon the consummation of the sale of the Stock (the “Post-Effective Restated Certificate”).
(2)The Company’s Bylaws, as amended to date, certified to us as of the date hereof by an officer of the Company as being complete and in full force and effect as of the date hereof (the “Bylaws”) and the Restated Bylaws that the Company has adopted in connection with, and that will be effective upon, the consummation of the sale of the Stock (the “Post-Effective Bylaws”).
(3)The Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference.
(4)The prospectus prepared in connection with the Registration Statement (the “Prospectus”).
(5)The minutes of meetings and actions by written consent of the Company’s Board of Directors (the “Board”) and stockholders (the “Stockholders”) at which, or pursuant to which, the Restated Certificate, the Post-Effective Restated Certificate, the Bylaws and the Post-Effective Bylaws were approved.
(6)The minutes of meetings and actions by written consent of the Board and Stockholders at which, or pursuant to which, the sale and issuance of the Stock and related matters were approved.

SentinelOne, Inc.
June 29, 2021
Page 2
(7)The stock records of the Company that the Company has provided to us (consisting of a list of stockholders and a list of holders of outstanding options and any other rights to purchase capital stock, in each case, that was prepared by the Company and setting forth the number of such issued and outstanding securities).
(8)A Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated June 29, 2021, stating that the Company is qualified to do business and is in good standing under the laws of the State of Delaware as of such date (the “Certificate of Good Standing”).
(9)An opinion certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Opinion Certificate”).
(10)The underwriting agreement to be entered into by and among the Company and the several underwriters named in Schedule I thereto.
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities (other than the Company) executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us.
The Company’s capital stock is uncertificated.  We assume that the issued Stock will not be reissued by the Company in uncertificated form until any previously issued stock certificate representing such issued Stock have been surrendered to the Company in accordance with Section 158 of the Delaware General Corporation Law and that the Company will properly register the transfer of the Stock to the purchasers of such Stock on the Company’s record of uncertificated securities.
We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law and reported judicial decisions relating thereto.
With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, we have relied solely upon the Certificate of Good Standing and representations made to us by the Company in the Opinion Certificate.
In connection with our opinion expressed in paragraph (2) below, we have assumed that, at or prior to the time of the delivery of any shares of Stock, the Registration Statement will have been declared effective under the Securities Act, that the registration will apply to such shares of Stock and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such shares of Stock.
This opinion is based upon the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions of the kind set forth in this opinion letter, including customary practice as described in bar association reports.
Based upon the foregoing, we are of the following opinion:
(1)The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and
    
SentinelOne, Inc.
June 29, 2021
Page 3
(2)the up to 3,450,000 shares of Stock to be issued and sold by the Company pursuant to the Registration Statement are validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.
This opinion is intended solely for use in connection with issuance and sale of shares of Stock subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and is based solely on our understanding of facts in existence as of such date after the aforementioned examination. In rendering the opinions above, we are opining only as to the specific legal issues expressly set forth therein, and no opinion shall be inferred as to any other matter or matters. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify any of the opinions expressed herein.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP
    
Exhibit 23.2
deloittelogoa.jpg
Deloitte & Touche LLP
225 West Santa Clara Street
Suite 600
San Jose, CA 95113-1728
USA

Tel:+1 408 704 4000
Fax: +1 408 704 3083
www.deloitte.com
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated May 15, 2021, relating to the financial statements of SentinelOne, Inc., appearing in Registration Statement No. 333-256761 on Form S-1 of SentinelOne, Inc. We also consent to the reference to us under the heading “Experts” in Registration Statement No. 333-256761 on Form S-1.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
June 29, 2021


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