SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Karp Alexander C.

(Last) (First) (Middle)
C/O PALANTIR TECHNOLOGIES INC.
1555 BLAKE STREET, SUITE 250

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Palantir Technologies Inc. [ PLTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2020
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/30/2020 S 1,600,000 D $9.7239(1) 18,926,496(2) D
Class A Common Stock 09/30/2020 S 2,000,000 D $10.7668(3) 16,926,496 D
Class A Common Stock 10/01/2020 S 7,900,000 D $9.4322(4) 9,026,496 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 09/30/2020 A 35,100,000 (6) 05/20/2031 Class B Common Stock(7) 35,100,000 $0.00 35,100,000 D
Restricted Stock Units (8) 09/30/2020 A 3,900,000 (6) 05/20/2031 Class B Common Stock(7) 3,900,000 $0.00 3,900,000 D
Growth Units (9) 09/30/2020 A 2,755,903 (10) (11) Class A Common Stock (12) $0.00 2,755,903 D
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $9.13 to $10.01. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
2. Includes 880 shares received pursuant to a pro rata distribution from The Founders Fund Management, LLC. The acquisition of such shares was exempt pursuant to Rule 16a-9.
3. This transaction was executed in multiple trades at prices ranging from $10.56 to $11.13. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
4. This transaction was executed in multiple trades at prices ranging from $9.23 to $10.07. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
5. These securities are restricted stock units ("RSUs") granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
6. The performance condition of these previously granted RSUs was satisfied upon the listing and public trading of the Issuer's Class A Common Stock. 1/40th of the shares subject to the RSUs shall vest on August 20, 2021 and each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.
7. 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.
8. These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.
9. These securities are Growth Units granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each Growth Unit represents a contingent right to receive shares of the Issuer's Class A Common Stock, such number of shares to be determined on the basis of a conversion methodology based on a formula related to the applicable fair market value under such formula and applicable hurdles applicable to the award set out more fully in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act").
10. The performance-based vesting condition of these previously granted growth units was satisfied upon the listing and public trading of the Issuer's Class A Common Stock. The shares subject to the growth units shall vest on March 29, 2021, subject to the Reporting Person continuing as a service provider through such date. If the continued service vesting requirement is not satisfied, the vesting will be determined based on alternative methodology set out in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act.
11. There is no expiration date for the Growth Units.
12. The number of shares into which each Growth Unit will convert will be determined on the basis of a conversion methodology set out in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act.
Remarks:
/s/ Justin V. Laubach, under power of attorney 10/02/2020
** 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 4 (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).
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