Amendment: SEC Form SC 13D/A filed by SentinelOne Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires

Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

(1)	See Item 5.

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) is being filed on behalf of the Reporting Persons (as defined below) with respect to the shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of SentinelOne, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2021, as amended by Amendment No. 1 thereto filed on December 15, 2021, Amendment No. 2 thereto filed on September 2, 2022, Amendment No. 3 thereto filed on March 31, 2023, Amendment No. 4 thereto filed on January 9, 2024 and Amendment No. 5 thereto filed on April 10, 2024 (the “Schedule 13D”), on behalf of the following persons (each, a “Reporting Person”, and collectively, the “Reporting Persons”): (i) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership (“IVP X”); (ii) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman X”); (iii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership (“IVP Delaware X”); (iv) Insight Venture Partners X (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors X” and, together with IVP X, IVP Cayman X and IVP Delaware X, the “IVP X Funds”); (v) Insight Partners XI, L.P., a Cayman Islands exempted limited partnership (“IP XI”); (vi) Insight Partners (Cayman) XI, L.P., a Cayman Islands exempted limited partnership (“IP Cayman XI”); (vii) Insight Partners (Delaware) XI, L.P., a Delaware limited partnership (“IP Delaware XI”); (viii) Insight Partners XI (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IP Co-Investors XI”); (ix) Insight Partners XI (Co-Investors) (B), L.P., a Cayman Islands exempted limited partnership (“IP Co-Investors B XI”); (x) Insight Partners (EU) XI, S.C.Sp., a Luxembourg special limited partnership (“IP EU XI” and, together with IP XI, IP Cayman XI, IP Delaware XI, IP Co-Investors XI and IP Co-Investors B XI, the “IP XI Funds”); (xi) Insight Partners Fund X Follow-On Fund, L.P., a Cayman Islands exempted limited partnership (“IP X FOF”); (xii) Insight Partners Fund X (Cayman) Follow-On Fund, L.P., a Cayman Islands exempted limited partnership (“IP X Cayman FOF”); (xiii) Insight Partners Fund X (Delaware) Follow-On Fund, L.P., a Delaware limited partnership (“IP X Delaware FOF”); (xiv) Insight Partners Fund X (Co-Investors) Follow-On Fund, L.P., a Cayman Islands exempted limited partnership (“IP X Co-Investors FOF” and, together with IP X FOF, IP X Cayman FOF and IP X Delaware FOF, the “IP X FOF Funds”); (xv) Insight Venture Associates X, L.P., a Cayman Islands exempted limited partnership (“IVA X”); (xvi) Insight Venture Associates X, Ltd., a Cayman Islands exempted company (“IVA X Ltd”); (xvii) Insight Associates XI, L.P., a Cayman Islands exempted limited partnership (“IA XI”); (xviii) Insight Associates XI, Ltd., a Cayman Islands exempted company (“IA XI Ltd”); (xix) Insight Associates (EU) XI, S.a.r.l., a Luxembourg limited liability company (“IA EU XI”); (xx) Insight Associates Fund X Follow-On, L.P., a Cayman Islands exempted limited partnership (“IA X FOF”); (xxi) Insight Associates Fund X Follow-On, Ltd., a Cayman Islands exempted company (“IA X FOF Ltd”); and (xxii) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).  This Amendment No. 6 is being filed to reflect changes in the number of issued and outstanding shares of the Issuer’s Class A Common Stock and the issued and outstanding shares of Class B Common Stock (the “Class B Common Stock”), in each case, as reported in the Issuer’s quarterly report for the quarterly period ended October 31, 2024, as filed with the SEC on December 4, 2024 (the “10-Q”), and to reflect changes in the number of the Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Persons. As set forth below, as a result of the transactions reported in this Amendment No. 6, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Class A Common Stock as calculated herein as of December 10, 2024. The filing of this Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

This Amendment No. 6 is being filed to amend Item 3 and 5 and Schedule I of the Schedule 13D as follows:

Item 3.     Source and Amount of Funds or Other Considerations.

Item 3 of the Schedule 13D is amended to add the following:

On November 11, 2024, the Reporting Persons sold 195,173 shares of Class A Common Stock pursuant to a Rule 10b5-1 plan adopted on April 5, 2024 in open market transactions at a weighted average price per share of $28.05. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.12, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

On November 12, 2024, the Reporting Persons sold 14,886 shares of Class A Common Stock pursuant to a Rule 10b5-1 plan adopted on April 5, 2024 in open market transactions at a weighted average price per share of $28.05. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.07, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

On November 13, 2024, the Reporting Persons sold 1,011,145 shares of Class A Common Stock pursuant to a Rule 10b5-1 plan adopted on April 5, 2024 in open market transactions at a weighted average price per share of $28.15. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.41, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

On December 10, 2024, 11,432,767 shares of Class B Common Stock held by the Reporting Persons were converted into an equal number of shares of Class A Common Stock.

Also on December 10, 2024, the Reporting Persons distributed an aggregate of 11,500,000 shares of Class A Common Stock to their respective partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities. The respective partners of the Reporting Persons did not furnish any consideration in exchange for the shares of Class A Common Stock received in connection with such distributions.

Item 5.     Interest in Securities of the Issuer.

Items 5(a), 5(b), 5(c) and 5(e) of the Schedule 13D are amended as follows:

(a) and (b)

On the date hereof, the Reporting Persons beneficially own directly and/or indirectly the following shares:

(1)

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B Common Stock, (ii) seven years from the effective date of the IPO (as defined in the Schedule 13D), (iii) the first date following the IPO on which the number of shares of outstanding Class B Common Stock (including shares of Class B Common Stock subject to outstanding stock options) held by Tomer Weingarten, including certain entities that Mr. Weingarten controls, is less than 25% of the number of shares of Class B Common Stock (including shares of Class B Common Stock subject to outstanding stock options) that Mr. Weingarten originally held as of the date of the IPO, (iv) the date fixed by the Issuer’s board of directors (the “Board”), following the first date following the completion of the IPO when Mr. Weingarten is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which Mr. Weingarten is terminated for cause, as defined in the Issuer’s restated certificate of incorporation, and (vi) the date that is 12 months after the death or disability, as defined in the Issuer’s restated certificate of incorporation, of Mr. Weingarten.

(2)

Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person, by (b) the sum of (i)  295,079,043 shares of Class A Common Stock outstanding as of November 29, 2024, as reported in the 10-Q, plus the 11,432,767 additional shares of Class A Common Stock outstanding following the conversion of an equal number of Class B Common Stock on December 10, 2024, as described in Item 3 of this Amendment No. 6, and (ii) the number of shares of Class B Common Stock beneficially owned by the Reporting Persons. The number of shares of Class B Common Stock beneficially owned by the Reporting Person(s) are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose hereof.

(3)

The Class B Common Stock has 20 votes per share, and the Class A Common Stock has one vote per share.  The percentage ownership of the Reporting Person reported herein does not give effect to the 20 votes per share of Class B Common Stock because the shares of Class B Common Stock are treated as converted into Class A Common Stock for the purpose hereof.

On the date hereof, the Reporting Persons beneficially own an aggregate of 3,984,112 shares of Class A Common Stock and 7,440,914 shares of Class B Common Stock, which represent approximately 3.6% of the Class A Common Stock outstanding (calculated in accordance with footnote (2) above).  If all outstanding shares of Class B Common Stock (as reported in the 10-Q) were deemed converted into Class A Common Stock, the Reporting Persons would be deemed to beneficially own approximately 3.6% of the shares of Class A Common Stock deemed outstanding.

Each of the Reporting Persons shares voting and dispositive power over the shares of Class A Common Stock and Class B Common Stock held directly by the IVP X Funds, IP XI Funds and IP X FOF Funds.

Each of Holdings, IVA X Ltd, IA XI Ltd, IA X FOF Ltd, IVA X, IA XI, IA EU XI and IA X FOF expressly declares that nothing herein shall be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of any securities covered hereby.

As of the date hereof, 532,055 shares of Class A Common Stock are beneficially owned by Jeffrey Horing, 297,389 shares of Class A Common Stock are beneficially owned by Deven Parekh, 307,365 shares of Class A Common Stock are beneficially owned by Jeff Lieberman and 320,884 shares of Class A Common Stock are beneficially owned by Michael Triplett, each a Scheduled Person (as defined in the Schedule 13D).

(c) The information contained in Item 3 of this Amendment No. 6 is incorporated herein by reference, as applicable.

(e)  As a result of the transactions reported in this Amendment No. 6, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Class A Common Stock as calculated herein as of December 10, 2024. The filing of this Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 7.      Material to Be Filed as Exhibits.