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

Role: President, CEO
Signature: /s/ David Bernhardt, as Attorney-in-Fact for Tomer Weingarten
Stock symbol: S
Transactions as of: Jun 29, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/29/2021, 06:20 PM
Next filing: Sep 23, 2021

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							Jun 29, 2021	Class A Common Stock	6.27M		Direct	F1, F2
holding	S	Class B Common Stock							Jun 29, 2021	Class A Common Stock	200K		By Trust	F1, F2, F3
holding	S	Class B Common Stock							Jun 29, 2021	Class A Common Stock	400K		By Trust	F1, F2, F4
holding	S	Employee Stock Option (right to buy)							Jun 29, 2021	Class B Common Stock	825K	$1.20	Direct	F5
holding	S	Employee Stock Option (right to buy)							Jun 29, 2021	Class B Common Stock	3M	$2.27	Direct	F6
holding	S	Employee Stock Option (right to buy)							Jun 29, 2021	Class B Common Stock	5.22M	$9.74	Direct	F7

* 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 the Reporting Person, including certain entities that the Reporting Person 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 the Reporting Person 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 the Reporting Person 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 the Reporting Person 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 the Reporting Person.
F3	These securities are held by the Tomer Weingarten 2021 Grantor Retained Annuity Trust dated April 29, 2021, of which the Reporting Person is trustee.
F4	These securities are held by a trust over whose trustee the Reporting Person can exercise remove and replace powers. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
F5	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.
F6	The stock option vests and becomes exercisable in 48 equal monthly installments beginning on February 22, 2020, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F7	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.