Shyam Sankar - Aug 20, 2024 Form 4 Insider Report for Palantir Technologies Inc. (PLTR)

Role
Officer
Signature
/s/ Justin V. Laubach, under power of attorney
Stock symbol
PLTR
Transactions as of
Aug 20, 2024
Transactions value $
-$7,013,842
Form type
4
Date filed
8/22/2024, 08:39 PM
Previous filing
Jun 14, 2024

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 +86.6K +11.51% 839K Aug 20, 2024 Direct F1, F2
transaction PLTR Class A Common Stock Sale -$2.78M -86.3K -10.28% $32.25 753K Aug 20, 2024 Direct F1, F3
transaction PLTR Class A Common Stock Sale -$9.44K -289 -0.04% $32.67 753K Aug 20, 2024 Direct F1, F4
transaction PLTR Class A Common Stock Conversion of derivative security +80.7K +10.72% 833K Aug 21, 2024 Direct F1, F2
transaction PLTR Class A Common Stock Sale -$2.6M -80.7K -9.68% $32.26 753K Aug 21, 2024 Direct F1, F5
transaction PLTR Class A Common Stock Conversion of derivative security +50K +6.64% 803K Aug 22, 2024 Direct F2, F6
transaction PLTR Class A Common Stock Sale -$1.62M -50K -6.23% $32.35 753K Aug 22, 2024 Direct F6, F7
holding PLTR Class A Common Stock 750K Aug 20, 2024 See Footnote F8

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 -375K -12.5% $0.00 2.63M Aug 20, 2024 Class B Common Stock 375K Direct F1, F2, F9, F10
transaction PLTR Class B Common Stock Options Exercise $0 +375K +16.84% $0.00 2.6M Aug 20, 2024 Class A Common Stock 375K Direct F1, F2
transaction PLTR Class B Common Stock Conversion of derivative security $0 -86.6K -3.33% $0.00 2.52M Aug 20, 2024 Class A Common Stock 86.6K Direct F1, F2
transaction PLTR Class B Common Stock Conversion of derivative security $0 -80.7K -3.21% $0.00 2.43M Aug 21, 2024 Class A Common Stock 80.7K Direct F1, F2
transaction PLTR Class B Common Stock Conversion of derivative security $0 -50K -2.05% $0.00 2.38M Aug 22, 2024 Class A Common Stock 50K Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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).

Explanation of Responses:

Id Content
F1 This transaction is part of a related series of transactions. The Reporting Person acquired rights to 375,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on August 20, 2024, converted 86,621 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on August 20, 2024 and then converted 80,691 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on August 21, 2024. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on August 20, 2024 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan.
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 $31.63 to $32.6177. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (4) for sales executed in other price ranges on the date indicated. 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 This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $32.63 to $32.70. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) for sales executed in other price ranges on the date indicated. 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 $31.97 to $32.65. 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 This transaction is part of a related series of transactions. The Reporting Person converted 50,000 shares of Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock in the open market pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on August 31, 2023.
F7 This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $31.955 to $32.95. 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.
F8 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.
F9 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.
F10 The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.

Remarks:

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, 2024, including under the heading "Security Ownership Of Certain Beneficial Owners And Management" (subject to the definitions, explanations, and time periods described therein).