Stephen A. Vintz - 20 Feb 2024 Form 4 Insider Report for Tenable Holdings, Inc. (TENB)

Role: Chief Financial Officer
Signature: /s/ David Bartholomew, Attorney-in-Fact
Issuer symbol: TENB
Transactions as of: 20 Feb 2024
Net transactions value: -$241,084
Form type: 4
Filing time: 22 Feb 2024, 20:50:07 UTC
Previous filing: 27 Nov 2023
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	+8,819	+3.8%	$0.000000	237,965	20 Feb 2024	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+5,844	+2.5%	$0.000000	243,809	20 Feb 2024	Direct
transaction	TENB	Common Stock	Sale	$241,084	-5,216	-2.1%	$46.22	238,593	21 Feb 2024	Direct	F1
transaction	TENB	Common Stock	Options Exercise	$0	+6,378	+2.7%	$0.000000	244,971	22 Feb 2024	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+20,380	+8.3%	$0.000000	265,351	22 Feb 2024	Direct

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	-8,819	-100%	$0.000000^*	0	20 Feb 2024	Common Stock	8,819		Direct	F2, F3
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-5,844	-20%	$0.000000	23,376	20 Feb 2024	Common Stock	5,844		Direct	F2, F4
transaction	TENB	Performance Restricted Stock Units	Award	$0	+25,515		$0.000000	25,515	22 Feb 2024	Common Stock	25,515		Direct	F2, F5
transaction	TENB	Performance Restricted Stock Units	Options Exercise	$0	-6,378	-25%	$0.000000	19,137	22 Feb 2024	Common Stock	6,378		Direct	F2, F5
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-20,380	-25%	$0.000000	61,141	22 Feb 2024	Common Stock	20,380		Direct	F2, F6
transaction	TENB	Restricted Stock Units	Award	$0	+72,298		$0.000000	72,298	22 Feb 2024	Common Stock	72,298		Direct	F2, 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	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F3	100% of the shares underlying the RSUs vested on February 19, 2024.
F4	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.
F5	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.
F6	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.
F7	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.