| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PLTR | Class A Common Stock | Conversion of derivative security | +1.97M | +149.8% | 3.28M | Aug 1, 2023 | Direct | F1, F2 | ||
| transaction | PLTR | Class A Common Stock | Sale | -$39.4M | -1.97M | -59.97% | $20.00 | 1.31M | Aug 1, 2023 | Direct | F1, F3 |
| holding | PLTR | Class A Common Stock | 750K | Aug 1, 2023 | See Footnote | F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PLTR | Employee Stock Option (Right to buy) | Options Exercise | $0 | -1.97M | -50% | $0.00 | 1.97M | Aug 1, 2023 | Class B Common Stock | 1.97M | $4.72 | Direct | F1, F2, F5 |
| transaction | PLTR | Class B Common Stock | Options Exercise | $0 | +1.97M | +398.83% | $0.00 | 2.46M | Aug 1, 2023 | Class A Common Stock | 1.97M | $4.72 | Direct | F1, F2 |
| transaction | PLTR | Class B Common Stock | Conversion of derivative security | $0 | -1.97M | -79.95% | $0.00 | 493K | Aug 1, 2023 | Class A Common Stock | 1.97M | Direct | F1, F2 | |
| transaction | PLTR | Employee Stock Option (Right to buy) | Options Exercise | $0 | -1.43M | -72.69% | $0.00 | 537K | Aug 3, 2023 | Class B Common Stock | 1.43M | $4.72 | Direct | F2, F5, F6 |
| transaction | PLTR | Class B Common Stock | Options Exercise | $0 | +1.43M | +289.92% | $0.00 | 1.92M | Aug 3, 2023 | Class A Common Stock | 1.43M | $4.72 | Direct | F2, F6 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
| Id | Content |
|---|---|
| F1 | This transaction is part of a related series of transactions undertaken on August 1, 2023 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into (or most recently amended or modified, as applicable) on June 7, 2022, prior to the effectiveness of the revised requirements of Rule 10b5-1(c). The Reporting Person exercised 1,967,500 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market. |
| F2 | 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. |
| F3 | This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20 to $20.07. 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. |
| F4 | These shares are held of record by Shyam Sankar, Co-Trustee of the Sankar Irrevocable Remainder Trust u/a/d 4/20/2020 (the "Remainder Trust"). These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein. |
| F5 | The options exercised in this transaction were fully vested and exercisable as of the transaction date. |
| F6 | The indicated transactions are related and were undertaken in compliance with the preexisting Rule 10b5-1 trading plan noted in footnote (1) above. The Reporting Person exercised vested Class B Common Stock options, resulting in a decrease in the number of outstanding options held and increase in the number of shares of Class B Common Stock held. |
Officer title: Chief Technology Officer and Executive Vice President. This Form 4 has been compiled based on applicable requirements to reflect the specific transactions described herein and is not intended to disclose or describe all shares and/or other equity securities owned or beneficially held by the Reporting Person. For additional details regarding the Reporting Person's overall stock and equity holdings, please see the Issuer's Proxy Statement filed with the Securities and Exchange Commission on April 26, 2023, including under the heading "Security Ownership Of Certain Beneficial Owners And Management" (subject to the definitions, explanations, and time periods described therein).