Form 4 Palantir Technologies For: Feb 22 Filed by: Long Matthew A.

February 25, 2021 9:32 PM
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 *
Long Matthew A.

(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)
02/22/2021
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 02/22/2021 C (1) 220,000 A (2) 970,875 (3) D
Class A Common Stock 02/22/2021 S (1) 220,000 D $ 30.0186 (4) 710,389 (5) 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) 220,000 (6) 06/03/2030 Class B Common Stock (2) 220,000 $ 0 660,000 D
Class B Common Stock (2) $ 4.72 02/22/2021 M (1) 220,000 (2) (2) Class A Common Stock 220,000 $ 0 516,296 D
Class B Common Stock (2) (2) 02/22/2021 C (1) 220,000 (2) (2) Class A Common Stock 220,000 $ 0 296,296 D
Explanation of Responses:
1. All transactions listed in this Form 4 are related and represent one series of transactions undertaken pursuant to a preexisting Rule 10b5-1 trading plan. The Reporting Person exercised 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.
2. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis for no consideration and has no expiration date.
3. The number of shares beneficially owned following the reported transaction is as of February 22, 2021 after giving effect to previously reported stock sales that occurred on that date and does not reflect previously reported stock sales that occurred on February 23, 2021.
4. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $30.00 to $30.14. 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. The number of shares beneficially owned is as of February 25, 2021.
6. The options exercised in this transaction were fully vested and exercisable as of the transaction date.
Remarks:
Officer title: General Counsel
/s/ Justin V. Laubach, under power of attorney 02/25/2021
** 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).
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