SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

THIEL PETER

(Last)

(First)

(Middle)

C/O PALANTIR TECHNOLOGIES INC.

1555 BLAKE STREET, SUITE 250

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2020

3. Issuer Name and Ticker or Trading Symbol
Palantir Technologies Inc. [ PLTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	3,257,826	D
Class A Common Stock	641,400	I	See Footnote⁽¹⁾
Class A Common Stock	1,954,631	I	See Footnote⁽²⁾
Class A Common Stock	687,512	I	See Footnote⁽³⁾
Class A Common Stock	24,029,026	I	See Footnote⁽⁴⁾
Class A Common Stock	740,740	I	See Footnote⁽⁵⁾
Class A Common Stock	1,736,110	I	See Footnote⁽⁶⁾
Class A Common Stock	9,903,394	I	See Footnote⁽⁷⁾
Class A Common Stock	299,389	I	See Footnote⁽⁸⁾
Class A Common Stock	489,716	I	See Footnote⁽⁹⁾
Class A Common Stock	8,053,195	I	See Footnote⁽¹⁰⁾
Class A Common Stock	147,106	I	See Footnote⁽¹¹⁾
Class A Common Stock	2,860,261	I	See Footnote⁽¹²⁾
Class A Common Stock	3,290,216	I	See Footnote⁽¹³⁾
Class A Common Stock	1,056,172	I	See Footnote⁽¹⁴⁾
Class A Common Stock	1,002	I	See Footnote⁽¹⁵⁾
Class A Common Stock	43,296	I	See Footnote⁽¹⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	13,031,306	⁽¹⁷⁾	D
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	2,565,601	⁽¹⁷⁾	I	See Footnote⁽¹⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	7,818,526	⁽¹⁷⁾	I	See Footnote⁽²⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	2,750,050	⁽¹⁷⁾	I	See Footnote⁽³⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	96,116,105	⁽¹⁷⁾	I	See Footnote⁽⁴⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	2,962,961	⁽¹⁷⁾	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	6,944,440	⁽¹⁷⁾	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	39,422,431	⁽¹⁷⁾	I	See Footnote⁽⁷⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	1,191,775	⁽¹⁷⁾	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	1,949,413	⁽¹⁷⁾	I	See Footnote⁽⁹⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	32,212,328	⁽¹⁷⁾	I	See Footnote⁽¹⁰⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	588,414	⁽¹⁷⁾	I	See Footnote⁽¹¹⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	11,440,882	⁽¹⁷⁾	I	See Footnote⁽¹²⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	13,160,866	⁽¹⁷⁾	I	See Footnote⁽¹³⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	4,224,690	⁽¹⁷⁾	I	See Footnote⁽¹⁴⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	3,891	⁽¹⁷⁾	I	See Footnote⁽¹⁵⁾
Class B Common Stock	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	14,487,124	⁽¹⁷⁾	I	See Footnote⁽¹⁶⁾
Class F Common Stock	⁽¹⁸⁾	⁽¹⁸⁾	Class B Common Stock⁽¹⁷⁾	335,000	⁽¹⁸⁾	I	See Footnote⁽¹⁹⁾
Class B Common Stock Warrant (Right to buy)	⁽²⁰⁾	11/20/2022	Class B Common Stock⁽¹⁷⁾	4,502,447	$6.13	I	See Footnote⁽²¹⁾
Class B Common Stock Warrant (Right to buy)	⁽²⁰⁾	01/01/2025	Class B Common Stock⁽¹⁷⁾	536,445	$6.13	I	See Footnote⁽²²⁾
Class B Common Stock Warrant (Right to buy)	⁽²⁰⁾	01/01/2025	Class B Common Stock⁽¹⁷⁾	172,201	$6.13	I	See Footnote⁽²³⁾

Explanation of Responses:

1. These shares are held of record by PT Ventures, LLC ("PTV"), of which the Reporting Person is the Managing Member. The Reporting Person may be deemed to have beneficial ownership over the securities held by PTV. The Reporting Person disclaims beneficial ownership of the shares held by PTV except to the extent of his pecuniary interest therein.

2. These shares are held of record by Clarium L.P. ("Clarium"). The Reporting Person is the President of Clarium Capital Management, LLC, which is general partner of Clarium. The Reporting Person may be deemed to have beneficial ownership over the securities held by Clarium. The Reporting Person disclaims beneficial ownership of the shares held by Clarium except to the extent of his pecuniary interest therein.

3. These shares are held of record by STS Holdings II LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by STS Holdings II LLC.

4. These shares are held of record by Rivendell 7 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 7 LLC.

5. These shares are held of record by Rivendell 25 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 25 LLC.

6. These shares are held of record by The Founders Fund, LP ("FF-I"). The Reporting Person is one of the managing members of The Founders Fund Management, LLC, which is the general partner of FF-I. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-I. The Reporting Person disclaims beneficial ownership over the shares held by FF-I except to the extent of his pecuniary interest therein.

7. These shares are held of record by The Founders Fund II, LP ("FF-II"). The Reporting Person is one of the managing members of The Founders Fund II Management, LLC ("FFIIM"), which is the general partner of FF-II. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-II. The Reporting Person disclaims beneficial ownership over the shares held by FF-II except to the extent of his pecuniary interest therein.

8. These shares are held of record by The Founders Fund II Entrepreneurs Fund, LP ("FF-IIE"). The Reporting Person is one of the managing members of FFIIM, which is the general partner of FF-IIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIE except to the extent of his pecuniary interest therein.

9. These shares are held of record by The Founders Fund II Principals Fund, LP ("FF-IIP"). The Reporting Person is one of the managing members of FFIIM, which is the general partner of FF-IIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIP except to the extent of his pecuniary interest therein.

10. These shares are held of record by The Founders Fund III, LP ("FF-III"). The Reporting Person is one of the managing members of The Founders Fund III Management, LLC ("FFIIIM"), which is the general partner of FF-III. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-III. The Reporting Person disclaims beneficial ownership over the shares held by FF-III except to the extent of his pecuniary interest therein.

11. These shares are held of record by The Founders Fund III Entrepreneurs Fund, LP ("FF-IIIE"). The Reporting Person is one of the managing members of FFIIIM, which is the general partner of FF-IIIE. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIIE. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIIE except to the extent of his pecuniary interest therein.

12. These shares are held of record by The Founders Fund III Principals Fund, LP ("FF-IIIP"). The Reporting Person is one of the managing members of FFIIIM, which is the general partner of FF-IIIP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IIIP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IIIP except to the extent of his pecuniary interest therein.

13. These shares are held of record by The Founders Fund IV, LP ("FF-IV"). The Reporting Person is one of the managing members of The Founders Fund IV Management, LLC ("FFIVM"), which is the general partner of FF-IV. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IV. The Reporting Person disclaims beneficial ownership over the shares held by FF-IV except to the extent of his pecuniary interest therein.

14. These shares are held of record by The Founders Fund IV Principals Fund, LP ("FF-IVP"). The Reporting Person is one of the managing members of FFIVM, which is the general partner of FF-IVP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IVP. The Reporting Person disclaims beneficial ownership over the shares held by FF-IVP except to the extent of his pecuniary interest therein.

15. These shares are held of record by FF Pathfinder VI, LLC ("FF Pathfinder"). The Reporting Person is one of the managing members of The Founders Fund VI Management LLC, which is the managing member of FF Pathfinder. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF Pathfinder. The Reporting Person disclaims beneficial ownership over the shares held by FF Pathfinder except to the extent of his pecuniary interest therein.

16. These shares are held of record by Mithril PAL-SPV 1, LLC ("Mithril"). The Reporting Person is the Chairman of the Investment Committee of Mithril GP LLC, the General Partner of Mithril LP, which, in turn, owns Mithril. The Reporting Person may be deemed to have beneficial ownership over the securities held by Mithril. The Reporting Person disclaims beneficial ownership of the shares held by Mithril except to the extent of his pecuniary interest therein.

17. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.

18. The Class F Common Stock is convertible into the Issuer's Class B Common Stock on a 1-for-1 basis and has no expiration date. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.

19. These shares are held of record by the voting trust established pursuant to the Voting Trust Agreement entered into among Alexander Karp, Stephen Cohen, the Reporting Person and Wilmington Trust, National Association (the "Voting Trust"). The Reporting Person is a beneficiary of the Voting Trust and may be deemed to have beneficial ownership with respect to 335,000 shares of Class F Common Stock held in the Voting Trust.

20. All of the shares underlying the warrant are fully vested and exercisable as of the date hereof.

21. This warrant is held by Mithril. The Reporting Person may be deemed to have beneficial ownership over the securities held by Mithril. The Reporting Person disclaims beneficial ownership of the securities held by Mithril except to the extent of his pecuniary interest therein.

22. This warrant is held by FF-IV. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IV. The Reporting Person disclaims beneficial ownership over the securities held by FF-IV except to the extent of his pecuniary interest therein.

23. This warrant is held by FF-IVP. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF-IVP. The Reporting Person disclaims beneficial ownership over the securities held by FF-IVP except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Justin V. Laubach, under power of attorney	09/22/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.