Alexander C. Karp - Dec 6, 2022 Form 4 Insider Report for Palantir Technologies Inc. (PLTR)

Signature
/s/ Justin V. Laubach, under power of attorney
Stock symbol
PLTR
Transactions as of
Dec 6, 2022
Transactions value $
-$11,438,736
Form type
4
Date filed
12/8/2022, 07:02 PM
Previous filing
Nov 30, 2021
Next filing
Feb 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PLTR Class A Common Stock Conversion of derivative security +809K +12.58% 7.24M Dec 6, 2022 Direct F1, F2, F3
transaction PLTR Class A Common Stock Sale -$5.66M -809K -11.18% $7.00 6.43M Dec 6, 2022 Direct F1, F2, F4
transaction PLTR Class A Common Stock Conversion of derivative security +809K +12.58% 7.24M Dec 7, 2022 Direct F1, F2, F3
transaction PLTR Class A Common Stock Sale -$5.77M -809K -11.18% $7.13 6.43M Dec 7, 2022 Direct F1, F2, F5

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 PLTR Restricted Stock Units Options Exercise $0 -3.51M -10.53% $0.00 29.8M Dec 6, 2022 Class B Common Stock 3.51M Direct F1, F2, F3, F6, F7
transaction PLTR Class B Common Stock Options Exercise $0 +3.51M +7.63% $0.00 49.5M Dec 6, 2022 Class A Common Stock 3.51M Direct F1, F2, F3
transaction PLTR Restricted Stock Units Options Exercise $0 -390K -10.53% $0.00 3.32M Dec 6, 2022 Class B Common Stock 390K Direct F1, F2, F3, F7, F8
transaction PLTR Class B Common Stock Options Exercise $0 +390K +0.79% $0.00 49.9M Dec 6, 2022 Class A Common Stock 390K Direct F1, F2, F3
transaction PLTR Class B Common Stock Conversion of derivative security $0 -809K -1.62% $0.00 49.1M Dec 6, 2022 Class A Common Stock 809K Direct F1, F2, F3
transaction PLTR Class B Common Stock Conversion of derivative security $0 -809K -1.65% $0.00 48.3M Dec 7, 2022 Class A Common Stock 809K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This transaction is part of a related series of transactions. In February 2022, the Compensation, Nominating & Governance Committee of the Issuer determined that the settlement of all of the Reporting Person's restricted stock units ("RSUs") that vested in calendar year 2022 would occur on December 6, 2022. As a result, the Reporting Person acquired an aggregate of 3,900,000 shares of Class B Common Stock upon vesting and settlement of RSUs on December 6, 2022. In addition, in order to cover required tax withholding obligations, the Reporting Person (i) converted 809,398 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on December 6, 2022 and (ii) converted 809,398 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on December 7, 2022. (continued in footnote 2)
F2 (continuation from footnote 1) All sales were automatic sales of shares to cover required tax withholding obligations in connection with the settlement event on December 6, 2022 and were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.
F3 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.
F4 This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $6.89 to $7.19. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F5 This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.04 to $7.34. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
F6 These securities are RSUs granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
F7 The shares acquired from the vesting and settlement of RSUs (as described above) were fully vested as of the transaction date.
F8 These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

Remarks:

Officer title: Chief Executive Officer