Amit Yoran - May 23, 2023 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: May 23, 2023
Transactions value $: -$214,278
Form type: 4
Date filed: 5/25/2023, 06:12 PM
Previous filing: May 23, 2023
Next filing: Jul 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TENB	Common Stock	Options Exercise	$0	+12.7K	+5.8%	$0.00	232K	May 23, 2023	Direct	F1
transaction	TENB	Common Stock	Sale	-$214K	-5.71K	-2.47%	$37.54	225K	May 24, 2023	Direct	F2
holding	TENB	Common Stock						350K	May 23, 2023	By Grantor Retained Annuity Trust	F3
holding	TENB	Common Stock						246K	May 23, 2023	By Trust	F4
holding	TENB	Common Stock						180K	May 23, 2023	By Grantor Retained Annuity Trust	F5

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	Options Exercise	$0	-3.31K	-8.33%	$0.00	36.5K	May 23, 2023	Common Stock	3.31K		Direct	F6, F7
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-9.38K	-8.33%	$0.00	103K	May 23, 2023	Common Stock	9.38K		Direct	F6, F8

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

Explanation of Responses:

Id	Content
F1	668 shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
F2	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.
F3	The Trustee of the Amit Yoran GRAT A is Amit Yoran.
F4	The Trustees of the Amit Yoran 2020 Family Trust are Dov Yoran and David Redling.
F5	The Trustee of the Amit Yoran GRAT B is Amit Yoran.
F6	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F7	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.
F8	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.