Nicholas Warner - 29 Jun 2021 Form 3 Insider Report for SentinelOne, Inc. (S)

Role: Chief Operating Officer
Signature: /s/ David Bernhardt, as Attorney-in-Fact for Nicholas Warner
Issuer symbol: S
Transactions as of: 29 Jun 2021
Net transactions value: $0
Form type: 3
Filing time: 29 Jun 2021, 18:16:39 UTC
Next filing: 30 Sep 2021
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	S	Class B Common Stock							29 Jun 2021	Class A Common Stock	507,283		Direct	F1, F2
holding	S	Employee Stock Option (right to buy)							29 Jun 2021	Class B Common Stock	375,000	$1.20	Direct	F3
holding	S	Employee Stock Option (right to buy)							29 Jun 2021	Class B Common Stock	464,400	$0.6467	Direct	F4
holding	S	Employee Stock Option (right to buy)							29 Jun 2021	Class B Common Stock	1,048,394	$0.6467	Direct	F4
holding	S	Employee Stock Option (right to buy)							29 Jun 2021	Class B Common Stock	1,000,000	$2.27	Direct	F5
holding	S	Employee Stock Option (right to buy)							29 Jun 2021	Class B Common Stock	250,000	$9.74	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Class B common stock is convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) seven years from the effective date of the Issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) held by Tomer Weingarten, including certain entities that Mr. Weingarten controls, is less than 25% of the number of shares of Class B common stock (including shares of Class B common stock subject to outstanding stock options) that Mr. Weingarten originally held as of the date of the IPO, (continued)
F2	(continued from footnote 1) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the first date following the completion of this offering when Mr. Weingarten is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which Mr. Weingarten is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the death or disability, as defined in the Issuer's restated certificate of incorporation, of Mr. Weingarten.
F3	The stock option vests and becomes exercisable in 48 equal monthly installments beginning on March 1, 2019, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F4	The stock option is fully vested.
F5	The stock option vests and becomes exercisable in 48 equal monthly installments beginning on August 1, 2020, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F6	The stock option vests and becomes exercisable in 60 equal monthly installments beginning on April 24, 2021, subject to the Reporting Person's continued service to the Issuer on each vesting date.