Mark C. Thurmond - May 23, 2023 Form 4 Insider Report for Tenable Holdings, Inc. (TENB)

Role: Chief Operating Officer
Signature: /s/ David Bartholomew, Attorney-in-Fact
Stock symbol: TENB
Transactions as of: May 23, 2023
Transactions value $: -$94,451
Form type: 4
Date filed: 5/25/2023, 06:15 PM
Previous filing: May 19, 2023
Next filing: Aug 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TENB	Common Stock	Options Exercise	$0	+5.22K	+14.6%	$0.00	41K	May 23, 2023	Direct	F1
transaction	TENB	Common Stock	Sale	-$94.5K	-2.52K	-6.25%	$37.54	37.8K	May 24, 2023	Direct	F2

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	-1.36K	-8.33%	$0.00	15K	May 23, 2023	Common Stock	1.36K		Direct	F3, F4
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-3.86K	-8.33%	$0.00	42.4K	May 23, 2023	Common Stock	3.86K		Direct	F3, F5

* 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	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F4	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.
F5	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.