EX-FILING FEES 2 exhibit1071sentinelone-fil.htm EX-FILING FEES Document
Exhibit 107.1

CALCULATION OF FILING FEE TABLES
Form S-8
(Form Type)

SentinelOne, Inc.
(Exact name of registrant as specified in this charter)

Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount To Be Registered(1)
Proposed Maximum Offering Price Per ShareMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityClass A common stock, $0.0001 par valueRule 457(c) and (h)
14,338,192(2)
$14.96(3)
$214,499,352(3)
0.00011020
$23,638
EquityClass A common stock, $0.0001 par valueRule 457(c) and (h)
2,867,638(4)
$12.72(5)
$36,476,355(5)
0.00011020
$4,020
Total
$27,658
Total Fee Offsets(6)
Net Fee Due
$27,658

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall cover any additional shares of SentinelOne, Inc.'s (the “Registrant”) Class A common stock that becomes issuable under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “Purchase Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
(2)Represents an automatic annual increase equal to 5% of the total number of shares of the Registrant's outstanding Class A common stock and Class B common stock outstanding on January 31, 2023, which annual increase is provided for by the 2021 Plan.
(3)Estimated in accordance with Rule 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the 2021 Plan, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange (the “NYSE”) on March 27, 2023.
(4)Represents an automatic annual increase equal to 1% of the total number of shares of the Registrant's outstanding Class A common stock and Class B common stock outstanding on January 31, 2023, which annual increase is provided for by the Purchase Plan.


Exhibit 107.1
(5)Estimated in accordance with Rule 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee for the additional shares to be reserved under the Purchase Plan on the basis the average of the high and low prices of the Registrant’s Class A common stock as reported on the NYSE on March 27, 2023, multiplied by 85%, which is the percentage of the trading price per share applicable to purchases under the Purchase Plan.
(6)The Registrant does not have any fee offsets.