0001567619-21-012759.txt : 20210630 0001567619-21-012759.hdr.sgml : 20210630 20210630141923 ACCESSION NUMBER: 0001567619-21-012759 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210629 FILED AS OF DATE: 20210630 DATE AS OF CHANGE: 20210630 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40531 FILM NUMBER: 211061464 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2127153880 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 FORMER NAME: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loeb Daniel S CENTRAL INDEX KEY: 0001300345 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40531 FILM NUMBER: 211061465 MAIL ADDRESS: STREET 1: THIRD POINT LLC STREET 2: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SentinelOne, Inc. CENTRAL INDEX KEY: 0001583708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 990385461 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 444 CASTRO STREET STREET 2: SUITE 400 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 BUSINESS PHONE: 855-868-3733 MAIL ADDRESS: STREET 1: 444 CASTRO STREET STREET 2: SUITE 400 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 FORMER COMPANY: FORMER CONFORMED NAME: Sentinel Labs, Inc. DATE OF NAME CHANGE: 20210405 FORMER COMPANY: FORMER CONFORMED NAME: SentinelOne, Inc. DATE OF NAME CHANGE: 20210402 FORMER COMPANY: FORMER CONFORMED NAME: Sentinel Labs, Inc. DATE OF NAME CHANGE: 20130805 3 1 doc1.xml FORM 3 X0206 3 2021-06-29 0 0001583708 SentinelOne, Inc. S 0001300345 Loeb Daniel S 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001040273 Third Point LLC 55 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 Class B common stock, par value $0.0001 per share Class A Common Stock, par value $0.0001 per share 62041 I See footnote Series B Redeemable Convertible Preferred Stock Class B Common Stock, par value $0.0001 per share 10628511 I See footnote Series C Redeemable Convertible Preferred Stock Class B Common Stock, par value $0.0001 per share 5727300 I See footnote Series D Redeemable Convertible Preferred Stock Class B Common Stock, par value $0.0001 per share 2436549 I See footnote Series E Redeemable Convertible Preferred Stock Class B Common Stock, par value $0.0001 per share 3465307 I See footnote Series F Redeemable Convertible Preferred Stock Class B Common Stock, par value $0.0001 per share 2199199 I See footnote See Exhibit 99.1 See Exhibit 99.1 The Power of Attorney granted by Daniel S. Loeb in favor of William Song and Joshua L. Targoff, dated February 17, 2021, was previously filed with the SEC on March 4, 2021 as Exhibit 24 to the Form 4 filed by Third Point LLC and Daniel S. Loeb with respect to Radius Global Infrastructure, Inc. and is incorporated herein by reference. Exhibit List: ------------- 99.1 Explanation of Responses DANIEL S. LOEB, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb 2021-06-29 EX-99.1 2 loeb063021a.htm EXPLANATION OF RESPONSES
Explanation of Responses:

 (1)
Each share of the Issuer’s Series B, C, D and F Redeemable Convertible Preferred Stock is convertible on a 1:1 basis into one share of the Issuer’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) and each share of the Issuer’s Series E Redeemable Convertible Preferred Stock is convertible  into approximately 1.087 shares of Class B Common Stock (the Issuer’s Series B, C, D, E and F Redeemable Convertible Preferred Stock, collectively, the "Preferred Stock").  It is expected that all outstanding shares of Preferred Stock will be converted into shares of Class B Common Stock in connection with the consummation of the Issuer’s initial public offering, as more fully described in Amendment No. 2 to the Issuer’s Form S-1 dated June 28, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2021 (the “Prospectus”). Each share of Class B Common Stock is entitled to 20 votes per share and following the completion of the initial public offering, each share of Class B Common Stock will be convertible at any time on a 1:1 basis into one share of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), with shares of Class A Common Stock entitled to one vote per share.  The Class B Common Stock will automatically convert into Class A Common Stock upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the Class B Common Stock, (ii) the date that is seven years after the date of the Prospectus, (iii) the death, resignation or removal of the President and Chief Executive Officer of the Issuer, Tomer Weingarten, and (iv) the date on which the number of shares of Class B Common Stock held by Mr. Weingarten and his affiliated entities is less than 25% of the number of shares of Class B Common Stock held by them on the date of the Prospectus, in each case as more fully described in the Prospectus.

(2)
Third Point Ventures, LLC (“Third Point Ventures”) directly beneficially owns securities of the Issuer, as set forth herein.  Third Point Ventures is an affiliate of Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point (together with Mr. Loeb and Third Point Ventures, the "Third Point Parties"). By reason of the provisions of Rules 13d-3 and under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by Third Point Ventures. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.