Officer Karp Alexander C. converted options into 5,656,293 shares and sold $254,610,669 worth of shares (5,656,293 units at $45.01) (SEC Form 4)
$PLTR
Computer Software: Prepackaged Software
Technology
| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Palantir Technologies Inc. [ PLTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/25/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/25/2024 | C(1) | 1,706,841 | A | (2) | 8,139,099 | D | |||
| Class A Common Stock | 10/25/2024 | S(1) | 1,706,841 | D | $45.0062(3) | 6,432,258 | D | |||
| Class A Common Stock | 10/28/2024 | C(4) | 3,337,048 | A | (2) | 9,769,306 | D | |||
| Class A Common Stock | 10/28/2024 | S(4) | 3,337,048 | D | $45.0168(5) | 6,432,258 | D | |||
| Class A Common Stock | 10/29/2024 | C(6) | 612,404 | A | (2) | 7,044,662 | D | |||
| Class A Common Stock | 10/29/2024 | S(6) | 612,404 | D | $45.0177(7) | 6,432,258 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to buy) | $11.38 | 10/25/2024 | M(1) | 1,706,841 | (8) | 08/20/2032 | Class B Common Stock(2) | 1,706,841 | $0 | 130,293,159 | D | ||||
| Class B Common Stock(2) | $11.38 | 10/25/2024 | M(1) | 1,706,841 | (2) | (2) | Class A Common Stock | 1,706,841 | $0 | 50,403,192 | D | ||||
| Class B Common Stock(2) | (2) | 10/25/2024 | C(1) | 1,706,841 | (2) | (2) | Class A Common Stock | 1,706,841 | $0 | 48,696,351 | D | ||||
| Employee Stock Option (Right to buy) | $11.38 | 10/28/2024 | M(4) | 3,337,048 | (8) | 08/20/2032 | Class B Common Stock(2) | 3,337,048 | $0 | 126,956,111 | D | ||||
| Class B Common Stock(2) | $11.38 | 10/28/2024 | M(4) | 3,337,048 | (2) | (2) | Class A Common Stock | 3,337,048 | $0 | 52,033,399 | D | ||||
| Class B Common Stock(2) | (2) | 10/28/2024 | C(4) | 3,337,048 | (2) | (2) | Class A Common Stock | 3,337,048 | $0 | 48,696,351 | D | ||||
| Employee Stock Option (Right to buy) | $11.38 | 10/29/2024 | M(6) | 612,404 | (8) | 08/20/2032 | Class B Common Stock(2) | 612,404 | $0 | 126,343,707 | D | ||||
| Class B Common Stock(2) | $11.38 | 10/29/2024 | M(6) | 612,404 | (2) | (2) | Class A Common Stock | 612,404 | $0 | 49,308,755 | D | ||||
| Class B Common Stock(2) | (2) | 10/29/2024 | C(6) | 612,404 | (2) | (2) | Class A Common Stock | 612,404 | $0 | 48,696,351 | D | ||||
| Explanation of Responses: |
| 1. This transaction is part of a related series of transactions undertaken on October 25, 2024 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on December 12, 2023. The Reporting Person exercised 1,706,841 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market. |
| 2. 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. |
| 3. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $45.00 to $45.06. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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 is part of a related series of transactions undertaken on October 28, 2024 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on December 12, 2023. The Reporting Person exercised 3,337,048 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market. |
| 5. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $45.00 to $45.14. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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. |
| 6. This transaction is part of a related series of transactions undertaken on October 29, 2024 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on December 12, 2023. The Reporting Person exercised 612,404 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market. |
| 7. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $45.00 to $45.065. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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. |
| 8. The options exercised in this transaction were fully vested and exercisable as of the transaction date. |
| Remarks: |
| Officer title: Chief Executive Officer. This Form 4 has been compiled based on applicable requirements to reflect the specific transactions described herein and is not intended to disclose or describe all shares and/or other equity securities owned or beneficially held by the Reporting Person. For additional details regarding the Reporting Person's overall stock and equity holdings, please see the Issuer's Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024, including under the heading "Security Ownership Of Certain Beneficial Owners And Management" (subject to the definitions, explanations, and time periods described therein). |
| /s/ Justin V. Laubach, under power of attorney | 10/29/2024 | |
| ** 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). | ||
| 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. | ||