Form SC 13G Palantir Technologies Filed by: Karp Alexander C.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Persons.

  Alexander C. Karp

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  85,623,719 shares (1)

  Shared Voting Power

  0 shares (2)

  Sole Dispositive Power

  85,958,719 shares (3)

  Shared Dispositive Power

  0 shares

  Aggregate Amount Beneficially Owned by Each Reporting Person

  85,958,719 shares (3)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐

  Percent of Class Represented by Amount in Row (9)

  5.5% (4)

  Type of Reporting Person (See Instructions)

  IN

Includes (a) 6,426,496 shares of Class A Common Stock held by the Reporting Person, (b) 12,869,890 shares of Class B Common Stock held by the Reporting Person and (c) 66,327,333 shares of Class B Common Stock that the Reporting Person has the right to acquire from the Issuer immediately or within sixty days of December 31, 2020 pursuant to the exercise of stock options, of which 2,296,587 are unvested, early exercisable and subject to an Issuer right of repurchase as of March 1, 2021. Each share of Class B Common Stock is convertible into one share of the Issuer’s Class A Common Stock at the option of the holder and has no expiration date. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

Does not include 1,005,000 shares of Class F Common Stock held of record by the voting trust established pursuant to the Voting Trust Agreement entered into among Stephen Cohen, Peter Thiel, the Reporting Person and Wilmington Trust, National Association (the “Voting Trust”), with respect to which the Voting Trust has sole voting power. Shares held in the Voting Trust will be voted by the trustee of the Voting Trust based on the instructions of those of Stephen Cohen, Peter Thiel and the Reporting Person who are then party to a certain voting agreement. Each share of Class F Common Stock is convertible into one share of the Issuer’s Class B Common Stock at the option of the holder and has no expiration date. Each share of Class F Common Stock has a variable number of votes per share. The rights of the holders of Class A Common Stock and Class F Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights, and certain transfer restrictions applicable to the Class F Common Stock.

Includes (i) the amounts set forth under footnote (1) above and (ii) 335,000 shares of Class F Common Stock held in the Voting Trust. The Reporting Person is a beneficiary of the Voting Trust and has sole dispositive power with respect to 335,000 shares of Class F Common Stock held in the Voting Trust.

Percentage ownership based on 1,471,832,735 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of 5 Percent or Less of a Class.

Ownership of More than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.