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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 02/02/2021
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/02/2021		C(1)		1,285,123	A	$0.00	7,711,619	D
Class A Common Stock	02/02/2021		S(1)		558,542	D	$31.1837(2)	7,153,077	D
Class A Common Stock	02/02/2021		S(1)		661,897	D	$31.7651(3)	6,491,180	D
Class A Common Stock	02/02/2021		S(1)		46,765	D	$33.0491(4)	6,444,415	D
Class A Common Stock	02/02/2021		S(1)		17,919	D	$33.8873(5)	6,426,496	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
Employee Stock Option (Right to buy)	$0.103	02/02/2021		M(1)			1,285,123	(6)	12/03/2021	Class B Common Stock(7)	1,285,123	$0.00	54,573,722	D
Class B Common Stock(7)	$0.103	02/02/2021		M(1)		1,285,123		(7)	(7)	Class A Common Stock	1,285,123	$0.00	15,338,378	D
Class B Common Stock(7)	(7)	02/02/2021		C(1)			1,285,123	(7)	(7)	Class A Common Stock	1,285,123	$0.00	14,053,255	D
Employee Stock Option (Right to buy)	$0.103	02/03/2021		M(8)			1,265,362	(6)	12/03/2021	Class B Common Stock(7)	1,265,362	$0.00	53,308,360	D
Class B Common Stock(7)	$0.103	02/03/2021		M(8)		1,265,362		(7)	(7)	Class A Common Stock	1,265,362	$0.00	15,318,617	D

Explanation of Responses:

1. This transaction is part of a related series of transactions undertaken on February 2, 2021 pursuant to a preexisting Rule 10b5-1 trading plan and conducted in compliance with the Issuer's lock-up terms. The Reporting Person exercised 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $30.51 to $31.50. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4) and (5) for sales executed in other price ranges on the date indicated. 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.

3. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $31.51 to $32.49. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (2), (4) and (5) for sales executed in other price ranges on the date indicated. 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 represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $32.56 to $33.54. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (2), (3) and (5) for sales executed in other price ranges on the date indicated. 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. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $33.58 to $34.18. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (2), (3) and (4) for sales executed in other price ranges on the date indicated. 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. The options exercised in this transaction were fully vested and exercisable as of the transaction 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. The indicated transactions are related and were undertaken in compliance with a preexisting Rule 10b5-1 trading plan and conducted in compliance with the Issuer's lock-up terms. The Reporting Person exercised vested Class B Common Stock options, resulting in a decrease in the number of outstanding options held and an increase in the number of shares of Class B Common Stock held.

Remarks:

Officer title: Chief Executive Officer

	/s/ Justin V. Laubach, under power of attorney	02/04/2021
	** 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).
** 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.