Amit Yoran - Feb 20, 2024 Form 4 Insider Report for Tenable Holdings, Inc. (TENB)

Signature
/s/ David Bartholomew, Attorney-in-Fact
Stock symbol
TENB
Transactions as of
Feb 20, 2024
Transactions value $
-$569,846
Form type
4
Date filed
2/22/2024, 08:49 PM
Previous filing
Jan 22, 2024
Next filing
Feb 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TENB Common Stock Options Exercise $0 +14.6K +4.99% $0.00 306K Feb 20, 2024 Direct
transaction TENB Common Stock Options Exercise $0 +10.7K +3.49% $0.00 317K Feb 20, 2024 Direct
transaction TENB Common Stock Sale -$570K -12.3K -3.89% $46.22 304K Feb 21, 2024 Direct F1
transaction TENB Common Stock Options Exercise $0 +11.3K +3.7% $0.00 316K Feb 22, 2024 Direct
transaction TENB Common Stock Options Exercise $0 +36K +11.4% $0.00 352K Feb 22, 2024 Direct
holding TENB Common Stock 170K Feb 20, 2024 By Grantor Retained Annuity Trust F2
holding TENB Common Stock 335K Feb 20, 2024 By Grantor Retained Annuity Trust F3
holding TENB Common Stock 246K Feb 20, 2024 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 Restricted Stock Units Options Exercise $0 -14.6K -100% $0.00* 0 Feb 20, 2024 Common Stock 14.6K Direct F5, F6
transaction TENB Restricted Stock Units Options Exercise $0 -10.7K -20% $0.00 42.8K Feb 20, 2024 Common Stock 10.7K Direct F5, F7
transaction TENB Performance Restricted Stock Units Award $0 +45.1K $0.00 45.1K Feb 22, 2024 Common Stock 45.1K Direct F5, F8
transaction TENB Performance Restricted Stock Units Options Exercise $0 -11.3K -25% $0.00 33.8K Feb 22, 2024 Common Stock 11.3K Direct F5, F8
transaction TENB Restricted Stock Units Options Exercise $0 -36K -25% $0.00 108K Feb 22, 2024 Common Stock 36K Direct F5, F9
transaction TENB Restricted Stock Units Award $0 +174K $0.00 174K Feb 22, 2024 Common Stock 174K Direct F5, F10
* 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 100% of the shares underlying the RSUs vested on February 19, 2024.
F7 25% of the shares underlying the RSUs vested on February 17, 2022, 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 On February 21, 2024, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 22, 2023 and determined a 93.9% payout for the measurement period based on the Issuer's fiscal year 2023 criteria. 25% of the shares underlying the PRSUs vested 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.
F9 25% of the shares underlying the RSUs vested 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.
F10 25% of the shares underlying the RSUs vest on February 22, 2025, 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.