0001866450-23-000028.txt : 20231206 0001866450-23-000028.hdr.sgml : 20231206 20231206210029 ACCESSION NUMBER: 0001866450-23-000028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231204 FILED AS OF DATE: 20231206 DATE AS OF CHANGE: 20231206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Ric CENTRAL INDEX KEY: 0001866450 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40531 FILM NUMBER: 231470921 MAIL ADDRESS: STREET 1: C/O SENTINELONE STREET 2: 444 CASTRO SREET, SUITE 400 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94041 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 4 1 wk-form4_1701914420.xml FORM 4 X0508 4 2023-12-04 0 0001583708 SentinelOne, Inc. S 0001866450 Smith Ric C/O SENTINELONE, INC. 444 CASTRO STREET, SUITE 400 MOUNTAIN VIEW CA 94041 0 1 0 0 CPO & CTO 0 Class A Common Stock 2023-12-04 4 C 0 118000 9.74 A 609606 D Class A Common Stock 2023-12-04 4 S 0 121087 19.9558 D 488519 D Class A Common Stock 2023-12-06 4 S 0 15417 22.80 D 473102 D Stock Option (right to buy) 9.74 2023-12-04 4 M 0 118000 0 D 2031-03-23 Class B Common Stock 118000 263835 D Class B Common Stock 2023-12-04 4 M 0 118000 0 A Class A Common Stock 118000 118000 D Class B Common Stock 2023-12-04 4 C 0 118000 0 D Class A Common Stock 118000 0 D Represents the number of shares that were acquired upon conversion of Class B common stock to Class A common stock. This transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 13, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.95 to $19.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met. This transaction represents an Issuer mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units, and it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction. 25% of the award vests on February 24, 2022, and the remaining 75% of the award vests in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date. Each share of Class B common stock is convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) seven years from the effective date of the Issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) held by Tomer Weingarten (the "Founder"), including certain entities that the reporting person controls, is less than 25% of the number of shares of Class B common stock (including shares of Class B common stock subject to outstanding stock options) that the Founder originally held as of the date of the IPO, (continued from footnote 7) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the date on which the Founder is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which the Founder is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the Founder's death or disability, as those terms are defined in the Issuer's restated certificate of incorporation. /s/ Keenan Conder, Attorney-in-Fact 2023-12-06