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^*

Karp Alexander C.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2021

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	11/03/2021		C⁽¹⁾		638,629	A	⁽²⁾	7,070,887	D
Class A Common Stock	11/03/2021		S⁽¹⁾		633,840	D	$25.8846⁽³⁾	6,437,047	D
Class A Common Stock	11/03/2021		S⁽¹⁾		4,789	D	$26.1997⁽⁴⁾	6,432,258	D
Class A Common Stock	11/04/2021		C⁽⁵⁾		638,629	A	⁽²⁾	7,070,887	D
Class A Common Stock	11/04/2021		S⁽⁵⁾		638,629	D	$26.3873⁽⁶⁾	6,432,258	D
Class A Common Stock	11/05/2021		C⁽⁷⁾		638,629	A	⁽²⁾	7,070,887	D
Class A Common Stock	11/05/2021		S⁽⁷⁾		638,629	D	$26.0616⁽⁸⁾	6,432,258	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)
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)
Employee Stock Option (Right to buy)	$0.85	11/03/2021		M⁽¹⁾			638,629	⁽⁹⁾	12/03/2021	Class B Common Stock⁽²⁾	638,629	$0.00	7,024,895	D
Class B Common Stock⁽²⁾	$0.85	11/03/2021		M⁽¹⁾		638,629		⁽²⁾	⁽²⁾	Class A Common Stock	638,629	$0.00	42,779,664	D
Class B Common Stock⁽²⁾	⁽²⁾	11/03/2021		C⁽¹⁾			638,629	⁽²⁾	⁽²⁾	Class A Common Stock	638,629	$0.00	42,141,035	D
Employee Stock Option (Right to buy)	$0.85	11/04/2021		M⁽⁵⁾			2,554,516	⁽⁹⁾	12/03/2021	Class B Common Stock⁽²⁾	2,554,516	$0.00	4,470,379	D
Class B Common Stock⁽²⁾	$0.85	11/04/2021		M⁽⁵⁾		2,554,516		⁽²⁾	⁽²⁾	Class A Common Stock	2,554,516	$0.00	44,695,551	D
Class B Common Stock⁽²⁾	⁽²⁾	11/04/2021		C⁽⁵⁾			638,629	⁽²⁾	⁽²⁾	Class A Common Stock	638,629	$0.00	44,056,922	D
Employee Stock Option (Right to buy)	$0.85	11/05/2021		M⁽⁷⁾			638,629	⁽⁹⁾	12/03/2021	Class B Common Stock⁽²⁾	638,629	$0.00	3,831,750	D
Class B Common Stock⁽²⁾	$0.85	11/05/2021		M⁽⁷⁾		638,629		⁽²⁾	⁽²⁾	Class A Common Stock	638,629	$0.00	44,695,551	D
Class B Common Stock⁽²⁾	⁽²⁾	11/05/2021		C⁽⁷⁾			638,629	⁽²⁾	⁽²⁾	Class A Common Stock	638,629	$0.00	44,056,922	D

Explanation of Responses:

1. This transaction is part of a related series of transactions undertaken on November 3, 2021 pursuant to a preexisting Rule 10b5-1 trading plan. The Reporting Person exercised 638,629 vested Class B Common Stock options that are expiring on December 3, 2021, 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 $25.19 to $26.18. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (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.

4. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $26.19 to $26.23. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) 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 is part of a related series of transactions undertaken on November 4, 2021. The Reporting Person exercised 638,629 vested Class B Common Stock options that are expiring on December 3, 2021, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock, all pursuant to a preexisting Rule 10b5-1 trading plan. The Reporting Person also exercised an additional 1,915,887 vested Class B Common Stock options that are expiring on December 3, 2021 and held the resulting shares of Class B Common Stock, resulting in a net increase in the number of shares of Class B Common Stock held as of the transaction date.

6. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $25.89 to $26.56. 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.

7. This transaction is part of a related series of transactions undertaken on November 5, 2021 pursuant to a preexisting Rule 10b5-1 trading plan. The Reporting Person exercised 638,629 vested Class B Common Stock options that are expiring on December 3, 2021, 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.

8. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $25.72 to $26.63. 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.

9. The options exercised in this transaction were fully vested and exercisable as of the transaction date.

Remarks:

Officer title: Chief Executive Officer

	/s/ Justin V. Laubach, under power of attorney	11/05/2021
	** Signature of Reporting Person	Date
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