Amit Yoran - Aug 22, 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: Aug 22, 2023
Transactions value $: -$550,465
Form type: 4
Date filed: 8/24/2023, 06:09 PM
Previous filing: Aug 21, 2023
Next filing: Sep 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TENB	Common Stock	Sale	-$296K	-6.57K	-2.43%	$45.03	264K	Aug 22, 2023	Direct	F1
transaction	TENB	Common Stock	Options Exercise	$0	+3.31K	+1.26%	$0.00	267K	Aug 23, 2023	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+9.38K	+3.51%	$0.00	277K	Aug 23, 2023	Direct
transaction	TENB	Common Stock	Sale	-$255K	-5.86K	-2.12%	$43.42	271K	Aug 24, 2023	Direct	F1
holding	TENB	Common Stock						170K	Aug 22, 2023	By Grantor Retained Annuity Trust	F2
holding	TENB	Common Stock						335K	Aug 22, 2023	By Grantor Retained Annuity Trust	F3
holding	TENB	Common Stock						246K	Aug 22, 2023	By 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	Performance Restricted Stock Units	Options Exercise	$0	-3.31K	-9.09%	$0.00	33.1K	Aug 23, 2023	Common Stock	3.31K		Direct	F5, F6
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-9.38K	-9.09%	$0.00	93.8K	Aug 23, 2023	Common Stock	9.38K		Direct	F5, 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 B is Amit Yoran.
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	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F6	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.
F7	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.