Tomer Weingarten - Sep 21, 2021 Form 4 Insider Report for SentinelOne, Inc. (S)

Role: President, CEO, Director
Signature: /s/ David Bernhardt, as Attorney-in-Fact for Tomer Weingarten
Stock symbol: S
Transactions as of: Sep 21, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/23/2021, 09:24 PM
Previous filing: Jun 29, 2021
Next filing: Sep 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	S	Class A Common Stock	Conversion of derivative security		+2.03M			2.03M	Sep 21, 2021	Direct	F1, F2, F3
transaction	S	Class A Common Stock	Other	$0	-2.03M	-100%	$0.00^*	0	Sep 21, 2021	Direct	F4

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
transaction	S	Class B Common Stock	Conversion of derivative security		-2.03M	-32.45%		4.23M	Sep 21, 2021	Class A Common Stock	2.03M		Direct	F2, F3
holding	S	Class B Common Stock						200K	Sep 21, 2021	Class A Common Stock	200K		By Trust	F2, F3, F5
holding	S	Class B Common Stock						400K	Sep 21, 2021	Class A Common Stock	400K		By Trust	F2, F3, F6

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

Explanation of Responses:

Id	Content
F1	Represents shares acquired upon the conversion of Class B common stock to Class A common stock.
F2	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)
F3	(continued from footnote 2) (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.
F4	The Reporting Person transferred these shares to his former spouse pursuant to a marriage settlement agreement. These shares remain subject to a lock-up agreement with the underwriters of the Issuer's IPO. The Reporting Person no longer reports as beneficially owned any securities owned by his former spouse.
F5	These securities are held by the Tomer Weingarten 2021 Grantor Retained Annuity Trust dated April 29, 2021, of which the Reporting Person is trustee.
F6	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.