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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

SENTINELONE, INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 

(Title of Class of Securities)

81730H109

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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 the disclosures provided in a prior cover page.

The information required in 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, as amended (“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).

This Amendment No. 3 (this “Amendment”) amends the Statement (the “Statement”) on Schedule 13G initially filed by certain of the Reporting Persons (as defined in Item 2(a) below) on July 8, 2022 with the U.S. Securities and Exchange Commission (the “SEC”), as subsequently amended by Amendment No. 1, filed on February 10, 2023, and Amendment No. 2, filed on February 9, 2024.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

Reference to “beneficial ownership” of securities for purposes of this statement shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As of September 30, 2024, the Reporting Persons may be deemed to directly or indirectly beneficially own an aggregate total of 12,997,093 shares of the Issuer’s Class A Common Stock.

As of September 30, 2024, Mr. Weingarten was deemed to be the direct beneficial owner of 12,573,464 of the securities described in the preceding paragraph. The aforementioned direct beneficial ownership consists of: (i) 4,392,653 shares of the Issuer’s Class B Common Stock, which are convertible into shares of the Issuer’s Class A Common Stock on a one-for-one basis at any time upon the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain other events more specifically described in the Issuer’s Restated Certificate of Incorporation; (ii) 31,873 shares of the Issuer’s Class A Common Stock; (iii) an aggregate 3,347,292 shares of the Issuer’s Class B Common Stock underlying stock options which were vested as of September 30, 2024, and which are convertible on a one-for-one basis into Class A Common Stock; (iv) an aggregate 173,906 shares of the Issuer’s Class B Common Stock underlying stock options which shall vest and become exercisable within 60 days of September 30, 2024, which are convertible on a one-for-one basis into Class A Common Stock; (v) 19,956 restricted stock units which shall vest and be settled for an equal number of shares of the Issuer’s Class A Common Stock within 60 days following September 30, 2024; and (vi) the sole power to vote, or to direct the vote of, 4,607,784 shares (the “Proxy Shares”) of the Issuer’s Class A Common Stock held by Mr. Almog Cohen (“Mr. Cohen”), pursuant to an Irrevocable Proxy Agreement (the “Proxy Agreement”) dated June 17, 2021, entered into by and between Mr. Cohen, as the owner of the Proxy Shares, and Mr. Weingarten. Pursuant to the Proxy Agreement, Mr. Cohen granted Mr. Weingarten an irrevocable proxy to vote, in Mr. Weingarten’s discretion, and except under limited circumstances, all of the Issuer’s securities beneficially owned by Mr. Cohen on all matters submitted to a vote of the Issuer’s stockholders. To the best of the Reporting Persons’ knowledge, the Proxy Agreement does not give rise to the formation of a “group” between the Reporting Persons, on the one hand, and Mr. Cohen, on the other hand, pursuant to Section 13(d) of the Exchange Act. Additionally, for the avoidance of doubt, Mr. Weingarten does not have any pecuniary interest in, and has no dispositive power over, the Proxy Shares, and the filing of this statement shall not be construed as an admission that any of the Reporting Persons is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, Section 16 of the Exchange Act, or for any other purpose, the beneficial owner of any securities owned by Mr. Cohen, or vice versa.

As of September 30, 2024, the Irrevocable Trust was the direct beneficial owner of 423,629 securities described in the second paragraph of this Item 4(a), which securities consist of 423,629 shares of the Issuer’s Class B Common Stock held by the Irrevocable Trust, and which are convertible into an equal number of shares of the Issuer’s Class A Common Stock. North Point Trust Company, LLC (the “Trustee”) is the sole trustee of the Irrevocable Trust. As such, the Trustee may be deemed to have indirect beneficial ownership of securities directly beneficially owned by the Irrevocable Trust.

Mr. Weingarten expressly disclaims beneficial ownership of the 423,629 shares of the Issuer’s Class B Common Stock directly owned by the Irrevocable Trust. The Irrevocable Trust, its Trustee, and the other Reporting Persons may be deemed to be a “group” for purposes of Section 13(d) of the Exchange Act due to Mr. Weingarten’s authority to replace the Trustee. Notwithstanding such authority, the filing of this statement shall not be construed as an admission that (i) Mr. Weingarten, on the one hand, or (ii) the Trustee and the Irrevocable Trust, on the other hand, is or has been, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, Section 16 of the Exchange Act, or for any other purpose, the beneficial owner of the securities reported in this statement as being owned by the other party, and each Reporting Person disclaims beneficial ownership of such securities pursuant to Rule 13d-4.

As of September 30, 2024, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate total of 4.3% of the Issuer’s outstanding Class A Common Stock. Of that percentage, beneficial ownership was attributable as follows: (i) 4.2%, directly to Mr. Weingarten; and (ii) 0.1%, directly to the Irrevocable Trust and indirectly to the Trustee.

The aforementioned percentages were calculated in accordance with Rule 13(d)-3(d)(1)(i), promulgated under the Exchange Act, and based on an aggregate total of 291,012,402 shares of the Issuer’s Class A Common Stock outstanding as of September 30, 2024, as reported by the Issuer in its Quarterly Report for the period ended July 31, 2024, filed on Form 10-Q with the SEC on August 27, 2024.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

The owner of record of the Proxy Shares retains the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Proxy Shares. None of the Reporting Persons has any right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Proxy Shares.

Item 7 is not applicable.

Item 8 is not applicable.

Item 9 is not applicable.

Item 10 is not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.