Form 4 Palantir Technologies For: May 05 Filed by: THIEL PETER

May 7, 2021 8:53 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 *
THIEL PETER

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2021
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 05/05/2021 M (1) 3,262 A (2) 3,262 I See Footnote (3)
Class A Common Stock 3,844,639 (4) D
Class A Common Stock 3,472,220 (4) I See Footnote (5)
Class A Common Stock 19,730,330 (4) I See Footnote (6)
Class A Common Stock 596,466 (4) I See Footnote (7)
Class A Common Stock 975,652 (4) I See Footnote (8)
Class A Common Stock 16,106,210 (4) I See Footnote (9)
Class A Common Stock 294,208 (4) I See Footnote (10)
Class A Common Stock 5,720,458 (4) I See Footnote (11)
Class A Common Stock 1,083,408 (4) I See Footnote (12)
Class A Common Stock 12,050,960 (4) I See Footnote (13)
Class A Common Stock 77,851,188 (4) I See Footnote (14)
Class A Common Stock 53,487 (4) I See Footnote (15)
Class A Common Stock 268,840 (4) I See Footnote (16)
Class A Common Stock 1,954,631 (4) I See Footnote (17)
Class A Common Stock 3,702,272 (4) I See Footnote (18)
Class A Common Stock 3,506,771 (4) I See Footnote (19)
Class A Common Stock 14,530,420 (4) I See Footnote (20)
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) (2) 05/05/2021 A (21) 3,262 (2) (2) Class A Common Stock 3,262 $ 0 (21) 3,262 I See Footnote (3)
Class B Common Stock (2) (2) 05/05/2021 M (1) 3,262 (2) (2) Class A Common Stock 3,262 $ 0 0 I See Footnote (3)
Class B Common Stock (2) (2) (2) (2) Class A Common Stock 13,031,306 13,031,306 (4) D
Class B Common Stock (2) (2) (2) (2) Class A Common Stock 2,962,961 2,962,961 (4) I See Footnote (15)
Class B Common Stock (2) (2) (2) (2) Class A Common Stock 2,750,050 2,750,050 (4) I See Footnote (16)
Class B Common Stock (2) (2) (2) (2) Class A Common Stock 7,818,526 7,818,526 (4) I See Footnote (17)
Class B Common Stock (2) (2) (2) (2) Class A Common Stock 2,565,601 2,565,601 (4) I See Footnote (18)
Explanation of Responses:
1. Reflects the conversion of Class B Common Stock into Class A Common Stock.
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. These shares are held of record by FF Pathfinder VI, LLC ("FF Pathfinder"). The Reporting Person is one of the managing members of The Founders Fund VI Management, LLC, which is the managing member of FF Pathfinder. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF Pathfinder. The Reporting Person disclaims beneficial ownership over the shares held by FF Pathfinder except to the extent of his pecuniary interest therein.
4. 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.
5. These shares are held of record by The Founders Fund, LP ("FF-I"). The Reporting Person is one of the managing members of The Founders Fund Management, LLC, which is the general partner of FF-I. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-I. The Reporting Person disclaims beneficial ownership over the shares held by FF-I except to the extent of his pecuniary interest therein.
6. These shares are held of record by The Founders Fund II, LP ("FF-II"). The Reporting Person is one of the managing members of The Founders Fund II Management, LLC ("FFIIM"), which is the general partner of FF-II. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-II. The Reporting Person disclaims beneficial ownership over the shares held by FF-II except to the extent of his pecuniary interest therein.
7. These shares are held of record by The Founders Fund II Entrepreneurs Fund, LP ("FF-IIE"). The Reporting Person is one of the managing members of FFIIM, which is the general partner of FF-IIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIE except to the extent of his pecuniary interest therein.
8. These shares are held of record by The Founders Fund II Principals Fund, LP ("FF-IIP"). The Reporting Person is one of the managing members of FFIIM, which is the general partner of FF-IIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIP except to the extent of his pecuniary interest therein.
9. These shares are held of record by The Founders Fund III, LP ("FF-III"). The Reporting Person is one of the managing members of The Founders Fund III Management, LLC ("FFIIIM"), which is the general partner of FF-III. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-III. The Reporting Person disclaims beneficial ownership over the shares held by FF-III except to the extent of his pecuniary interest therein.
10. These shares are held of record by The Founders Fund III Entrepreneurs Fund, LP ("FF-IIIE"). The Reporting Person is one of the managing members of FFIIIM, which is the general partner of FF-IIIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIIE except to the extent of his pecuniary interest therein.
11. These shares are held of record by The Founders Fund III Principals Fund, LP ("FF-IIIP"). The Reporting Person is one of the managing members of FFIIIM, which is the general partner of FF-IIIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIIP except to the extent of his pecuniary interest therein.
12. These shares are held of record by FF4 Investment LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by FF4 Investment LLC.
13. These shares are held of record by PLTR Holdings LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by PLTR Holdings LLC.
14. These shares are held of record by Rivendell 7 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 7 LLC.
15. These shares are held of record by Rivendell 25 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 25 LLC.
16. These shares are held of record by STS Holdings II LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by STS Holdings II LLC.
17. These shares are held of record by Clarium L.P. ("Clarium"). The Reporting Person is the President of Clarium Capital Management, LLC, which is the general partner of Clarium. The Reporting Person may be deemed to have beneficial ownership over the securities held by Clarium.
18. These shares are held of record by PT Ventures, LLC ("PTV"), of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership over the securities held by PTV. The Reporting Person disclaims beneficial ownership of the shares held by PTV except to the extent of his pecuniary interest therein.
19. These shares are held of record by Thiel Capital LLC, of which the Reporting Person is the Manager. The Reporting Person has beneficial ownership over the securities held by Thiel Capital LLC.
20. These shares are held of record by Mithril PAL-SPV 1, LLC ("Mithril"). The Reporting Person is the Chairman of the Investment Committee of Mithril GP LP, the General Partner of Mithril LP, which, in turn, owns Mithril. The Reporting Person may be deemed to have beneficial ownership over the securities held by Mithril. The Reporting Person disclaims beneficial ownership of the shares held by Mithril except to the extent of his pecuniary interest therein.
21. On May 5, 2021, FF Pathfinder became entitled to receive 3,262 shares of the Issuer's Class B Common Stock as a contingent payment in connection with the Issuer's acquisition of certain rights and other terms from a portfolio company of FF Pathfinder. The transaction agreement contemplated that certain securityholders of the portfolio company would receive additional shares of the Issuer's stock, for no additional consideration, upon the satisfaction of certain post-closing conditions, as a result of which certain of the portfolio company's securityholders, including FF Pathfinder, were issued additional shares of the Issuer's Class B Common Stock on May 5, 2021. The number of shares potentially issuable pursuant to this contingent payment was fixed on May 1, 2020, the date of the agreement with the portfolio company. This transaction is exempt from Section 16(b) pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
/s/ Justin V. Laubach, under power of attorney 05/07/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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