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

Role: President, CEO and Chairman, Director
Signature: /s/ David Bartholomew, Attorney-in-Fact
Issuer symbol: TENB
Transactions as of: 20 Feb 2024
Net transactions value: -$569,846
Form type: 4
Filing time: 22 Feb 2024, 20:49:49 UTC
Previous filing: 22 Jan 2024
Next filing: 27 Feb 2024
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	+14,551	+5%	$0.000000	306,083	20 Feb 2024	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+10,690	+3.5%	$0.000000	316,773	20 Feb 2024	Direct
transaction	TENB	Common Stock	Sale	$569,846	-12,329	-3.9%	$46.22	304,444	21 Feb 2024	Direct	F1
transaction	TENB	Common Stock	Options Exercise	$0	+11,264	+3.7%	$0.000000	315,708	22 Feb 2024	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+35,990	+11%	$0.000000	351,698	22 Feb 2024	Direct
holding	TENB	Common Stock						169,765	20 Feb 2024	By Grantor Retained Annuity Trust	F2
holding	TENB	Common Stock						335,435	20 Feb 2024	By Grantor Retained Annuity Trust	F3
holding	TENB	Common Stock						245,947	20 Feb 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	-14,551	-100%	$0.000000^*	0	20 Feb 2024	Common Stock	14,551		Direct	F5, F6
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-10,690	-20%	$0.000000	42,760	20 Feb 2024	Common Stock	10,690		Direct	F5, F7
transaction	TENB	Performance Restricted Stock Units	Award	$0	+45,059		$0.000000	45,059	22 Feb 2024	Common Stock	45,059		Direct	F5, F8
transaction	TENB	Performance Restricted Stock Units	Options Exercise	$0	-11,264	-25%	$0.000000	33,795	22 Feb 2024	Common Stock	11,264		Direct	F5, F8
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-35,990	-25%	$0.000000	107,973	22 Feb 2024	Common Stock	35,990		Direct	F5, F9
transaction	TENB	Restricted Stock Units	Award	$0	+173,516		$0.000000	173,516	22 Feb 2024	Common Stock	173,516		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.