Amit Yoran - 21 Feb 2023 Form 4 Insider Report for Tenable Holdings, Inc. (TENB)

Role: President, CEO and Chairman, Director
Signature: /s/ David Bartholomew, Attorney-in-Fact
Issuer symbol: TENB
Transactions as of: 21 Feb 2023
Net transactions value: -$458,272
Form type: 4
Filing time: 23 Feb 2023, 18:02:14 UTC
Previous filing: 22 Feb 2023
Next filing: 24 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TENB	Common Stock	Options Exercise	$0	+13,244	+8.3%	$0.000000	172,472	21 Feb 2023	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+14,550	+8.4%	$0.000000	187,022	21 Feb 2023	Direct
transaction	TENB	Common Stock	Sale	$458,272	-10,506	-5.6%	$43.62	176,516	22 Feb 2023	Direct	F1
holding	TENB	Common Stock						350,270	21 Feb 2023	By Grantor Retained Annuity Trust	F2
holding	TENB	Common Stock						245,947	21 Feb 2023	By Trust	F3
holding	TENB	Common Stock						179,700	21 Feb 2023	By Grantor Retained Annuity Trust	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	TENB	Restricted Stock Units	Options Exercise	$0	-13,244	-100%	$0.000000^*	0	21 Feb 2023	Common Stock	13,244		Direct	F5, F6
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-14,550	-20%	$0.000000	58,203	21 Feb 2023	Common Stock	14,550		Direct	F5, F7
transaction	TENB	Restricted Stock Units	Award	$0	+143,963		$0.000000	143,963	22 Feb 2023	Common Stock	143,963		Direct	F5, F8

* 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	The Trustee of the Amit Yoran GRAT B is Amit Yoran.
F5	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F6	100% of the shares underlying the RSUs were vested as of February 20, 2023.
F7	25% of the shares underlying the RSUs vested 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.
F8	25% of the shares underlying the RSUs vest on February 22, 2024, 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.