SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2021

3. Issuer Name and Ticker or Trading Symbol
SentinelOne, Inc. [ S ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,469,389	⁽¹⁾	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,204,918	⁽¹⁾	I	See footnote⁽³⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	233,079	⁽¹⁾	I	See footnote⁽⁴⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	34,962	⁽¹⁾	I	See footnote⁽⁵⁾
Class D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽¹⁾	6,844,479	⁽⁶⁾	I	See footnote⁽²⁾
Class D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽¹⁾	5,612,553	⁽⁶⁾	I	See footnote⁽³⁾
Class D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽¹⁾	1,085,694	⁽⁶⁾	I	See footnote⁽⁴⁾
Class D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class B Common Stock⁽¹⁾	162,855	⁽⁶⁾	I	See footnote⁽⁵⁾
Class E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽¹⁾	6,699,090	⁽⁷⁾	I	See footnote⁽²⁾
Class E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽¹⁾	5,493,334	⁽⁷⁾	I	See footnote⁽³⁾
Class E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽¹⁾	1,062,632	⁽⁷⁾	I	See footnote⁽⁴⁾
Class E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽¹⁾	159,394	⁽⁷⁾	I	See footnote⁽⁵⁾
Class F Preferred Stock	⁽⁸⁾	⁽⁸⁾	Class B Common Stock⁽¹⁾	721,267	⁽⁸⁾	I	See footnote⁽²⁾
Class F Preferred Stock	⁽⁸⁾	⁽⁸⁾	Class B Common Stock⁽¹⁾	591,448	⁽⁸⁾	I	See footnote⁽³⁾
Class F Preferred Stock	⁽⁸⁾	⁽⁸⁾	Class B Common Stock⁽¹⁾	114,410	⁽⁸⁾	I	See footnote⁽⁴⁾
Class F Preferred Stock	⁽⁸⁾	⁽⁸⁾	Class B Common Stock⁽¹⁾	17,161	⁽⁸⁾	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Associates X, Ltd.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Associates X, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners X, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners (Cayman) X, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners (Delaware) X, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Insight Venture Partners X (Co-Investors), L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. See Exhibit 99.1

2. See Exhibit 99.1

3. See Exhibit 99.1

4. See Exhibit 99.1

5. See Exhibit 99.1

6. See Exhibit 99.1

7. See Exhibit 99.1

8. See Exhibit 99.1

Remarks:

This Form 3 is the first of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. Each Form 3 is filed by the Designated Filer, Insight Holdings Group, LLC. Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information

	Insight Holdings Group, LLC; By /s/ Andrew Prodromos, Attorney-in-Fact	06/29/2021
	** 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 5 (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.