Amit Yoran - Feb 22, 2022 Form 4 Insider Report for Tenable Holdings, Inc. (TENB)

Role: President, CEO and Chairman, Director
Signature: /s/ David Bartholomew, Attorney-in-Fact
Stock symbol: TENB
Transactions as of: Feb 22, 2022
Transactions value $: -$578,959
Form type: 4
Date filed: 2/24/2022, 04:56 PM
Previous filing: Feb 22, 2022
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TENB	Common Stock	Options Exercise	$0	+13.2K	+8.05%	$0.00	178K	Feb 22, 2022	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+14.6K	+8.19%	$0.00	192K	Feb 22, 2022	Direct
transaction	TENB	Common Stock	Sale	-$579K	-12.6K	-6.56%	$45.92	180K	Feb 23, 2022	Direct	F1
holding	TENB	Common Stock						362K	Feb 22, 2022	By Grantor Retained Annuity Trust	F2
holding	TENB	Common Stock						291K	Feb 22, 2022	By Trust	F3

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	TENB	Restricted Stock Units	Options Exercise	$0	-13.2K	-20%	$0.00	53K	Feb 22, 2022	Common Stock	13.2K		Direct	F4, F5
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-14.6K	-11.11%	$0.00	116K	Feb 22, 2022	Common Stock	14.6K		Direct	F4, F6
transaction	TENB	Restricted Stock Units	Award	$0	+150K		$0.00	150K	Feb 23, 2022	Common Stock	150K		Direct	F4, F7

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

Explanation of Responses:

Id	Content
F1	The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
F2	The Trustee of the Amit Yoran GRAT A is Amit Yoran.
F3	The Trustees of the Amit Yoran 2020 Family Trust are Dov Yoran and David Redling.
F4	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F5	On February 20, 2020, 25% of the shares underlying the RSUs granted on February 20, 2019 vested, and the remainder vest in equal quarterly installments over three years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to acceleration in specified circumstances.
F6	25% of the shares underlying the RSUs vest on February 19, 2021, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.
F7	25% of the shares underlying the RSUs vest on February 23, 2023, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.