SEC FORM 4

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^*

Sankar Shyam

(Last)

(First)

(Middle)

C/O PALANTIR TECHNOLOGIES INC.

1555 BLAKE STREET, SUITE 250

(Street)

DENVER

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/20/2021		C⁽¹⁾		170,970	A	⁽²⁾	2,730,822	D
Class A Common Stock	08/20/2021		S⁽¹⁾		266,865	D	$23.9404⁽³⁾	2,463,957	D
Class A Common Stock	08/23/2021		S⁽⁴⁾		114,435	D	$24.6487⁽⁵⁾	2,349,522	D
Class A Common Stock	08/24/2021		C⁽⁶⁾		204,030	A	⁽²⁾	2,553,552	D
Class A Common Stock	08/24/2021		S⁽⁶⁾		204,030	D	$25.2006⁽⁷⁾	2,349,522	D
Class A Common Stock								850,000	I	See Footnote⁽⁸⁾
Class A Common Stock								225,048	I	See Footnote⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁰⁾	08/20/2021		M⁽¹⁾			375,000	⁽¹¹⁾	05/20/2026	Class B Common Stock⁽²⁾	375,000	$0.00	7,125,000	D
Class B Common Stock⁽²⁾	⁽²⁾	08/20/2021		M⁽¹⁾		375,000		⁽²⁾	⁽²⁾	Class A Common Stock	375,000	$0.00	375,000	D
Class B Common Stock⁽²⁾	⁽²⁾	08/20/2021		C⁽¹⁾			170,970	⁽²⁾	⁽²⁾	Class A Common Stock	170,970	$0.00	204,030	D
Class B Common Stock⁽²⁾	⁽²⁾	08/24/2021		C⁽⁶⁾			204,030	⁽²⁾	⁽²⁾	Class A Common Stock	204,030	$0.00	0	D

Explanation of Responses:

1. This transaction is part of a related series of transactions undertaken on August 20, 2021. The Reporting Person acquired 375,000 shares of Class B Common Stock upon incremental vesting of restricted stock units ("RSUs"), converted 170,970 of the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock along with 95,895 additional shares of Class A Common Stock acquired upon incremental vesting of RSUs in an automatic sale of shares to cover required tax withholding obligations in connection with the vesting of RSUs. All sales were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.

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 $23.67 to $24.43. 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. The Reporting Person sold shares of Class A Common Stock in the open market pursuant to a preexisting Rule 10b5-1 trading plan.

5. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $24.00 to $24.88. 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 August 24, 2021. The Reporting Person converted shares of Class B Common Stock resulting from the vesting of RSUs described in footnote (1) 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 $25.145 to $25.245. 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. These shares are held of record by Shyam Sankar, Trustee of The Shyam Sankar 2020 Annuity Trust u/a/d 7/14/2020 (the "Annuity Trust"). These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules. The Reporting Person disclaims beneficial ownership of the shares held by the Annuity Trust, except to the extent of his pecuniary interest therein.

9. These shares are held of record by Shyam Sankar, Co-Trustee of the Sankar Irrevocable Remainder Trust u/a/d 4/20/2020 (the "Remainder Trust"). These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules.The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.

10. These securities are 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.

11. The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.

Remarks:

Officer title: Chief Operating Officer and Executive Vice President

	/s/ Justin V. Laubach, under power of attorney	08/24/2021
	** 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).
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