Mark C. Thurmond - 22 Feb 2023 Form 4 Insider Report for Tenable Holdings, Inc. (TENB)

Role: Chief Operating Officer
Signature: /s/ David Bartholomew, Attorney-in-Fact
Issuer symbol: TENB
Transactions as of: 22 Feb 2023
Net transactions value: $0
Form type: 4
Filing time: 24 Feb 2023, 17:49:14 UTC
Previous filing: 22 Feb 2023
Next filing: 28 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	+5,450	+39%	$0.000000	19,565	23 Feb 2023	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+15,427	+79%	$0.000000	34,992	23 Feb 2023	Direct

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	Performance Restricted Stock Units	Award	$0	+21,803		$0.000000	21,803	22 Feb 2023	Common Stock	21,803		Direct	F1, F2
transaction	TENB	Performance Restricted Stock Units	Options Exercise	$0	-5,450	-25%	$0.000000	16,353	23 Feb 2023	Common Stock	5,450		Direct	F1, F2
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-15,427	-25%	$0.000000	46,281	23 Feb 2023	Common Stock	15,427		Direct	F1, F3

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F2	On February 22, 2023, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 23, 2022 and determined a 106% payout for the measurement period based on the Issuer's fiscal year 2022 criteria. 25% of the shares underlying the PRSUs vested 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.
F3	25% of the shares underlying the RSUs vested 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.