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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Karp Alexander C.

(Last)

(First)

(Middle)

C/O PALANTIR TECHNOLOGIES INC.

1200 17TH STREET, FLOOR 15

(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)
11/20/2024

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	11/20/2024		C⁽¹⁾		266,563	A	⁽²⁾	6,698,821	D
Class A Common Stock	11/20/2024		S⁽¹⁾		52,512	D	$60.6791⁽³⁾	6,646,309	D
Class A Common Stock	11/20/2024		S⁽¹⁾		132,838	D	$61.6078⁽⁴⁾	6,513,471	D
Class A Common Stock	11/20/2024		S⁽¹⁾		81,213	D	$62.2098⁽⁵⁾	6,432,258	D
Class A Common Stock	11/21/2024		C⁽¹⁾		138,130	A	⁽²⁾	6,570,388	D
Class A Common Stock	11/21/2024		S⁽¹⁾		56,343	D	$61.2895⁽⁶⁾	6,514,045	D
Class A Common Stock	11/21/2024		S⁽¹⁾		80,728	D	$62.7624⁽⁷⁾	6,433,317	D
Class A Common Stock	11/21/2024		S⁽¹⁾		1,059	D	$63.0749⁽⁸⁾	6,432,258	D
Class A Common Stock	11/21/2024		C⁽⁹⁾		482,241	A	⁽²⁾	6,914,499	D
Class A Common Stock	11/21/2024		S⁽⁹⁾		482,241	D	$63.092⁽¹⁰⁾	6,432,258	D
Class A Common Stock	11/22/2024		C⁽¹¹⁾		1,620,395	A	⁽²⁾	8,052,653	D
Class A Common Stock	11/22/2024		S⁽¹¹⁾		112,755	D	$62.1268⁽¹²⁾	7,939,898	D
Class A Common Stock	11/22/2024		S⁽¹¹⁾		1,203,304	D	$63.1165⁽¹³⁾	6,736,594	D
Class A Common Stock	11/22/2024		S⁽¹¹⁾		304,336	D	$63.9827⁽¹⁴⁾	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)
Restricted Stock Units	⁽¹⁵⁾	11/20/2024		M⁽¹⁾			877,500	⁽¹⁶⁾	05/20/2031	Class B Common Stock⁽²⁾	877,500	$0	22,815,000	D
Class B Common Stock⁽²⁾	⁽²⁾	11/20/2024		M⁽¹⁾		877,500		⁽²⁾	⁽²⁾	Class A Common Stock	877,500	$0	49,573,851	D
Restricted Stock Units	⁽¹⁷⁾	11/20/2024		M⁽¹⁾			97,500	⁽¹⁶⁾	05/20/2031	Class B Common Stock⁽²⁾	97,500	$0	2,535,000	D
Class B Common Stock⁽²⁾	⁽²⁾	11/20/2024		M⁽¹⁾		97,500		⁽²⁾	⁽²⁾	Class A Common Stock	97,500	$0	49,671,351	D
Class B Common Stock⁽²⁾	⁽²⁾	11/20/2024		C⁽¹⁾			266,563	⁽²⁾	⁽²⁾	Class A Common Stock	266,563	$0	49,404,788	D
Class B Common Stock⁽²⁾	⁽²⁾	11/21/2024		C⁽¹⁾			138,130	⁽²⁾	⁽²⁾	Class A Common Stock	138,130	$0	49,266,658	D
Employee Stock Option (Right to buy)	$11.38	11/21/2024		M⁽⁹⁾			482,241	⁽¹⁸⁾	08/20/2032	Class B Common Stock⁽²⁾	482,241	$0	106,050,088	D
Class B Common Stock	$11.38	11/21/2024		M⁽⁹⁾		482,241		⁽²⁾	⁽²⁾	Class A Common Stock	482,241	$0	49,748,899	D
Class B Common Stock⁽²⁾	⁽²⁾	11/21/2024		C⁽⁹⁾			482,241	⁽²⁾	⁽²⁾	Class A Common Stock	482,241	$0	49,266,658	D
Employee Stock Option (Right to buy)	$11.38	11/22/2024		M⁽¹¹⁾			1,050,088	⁽¹⁸⁾	08/20/2032	Class B Common Stock⁽²⁾	1,050,088	$0	105,000,000	D
Class B Common Stock	$11.38	11/22/2024		M⁽¹¹⁾		1,050,088		⁽²⁾	⁽²⁾	Class A Common Stock	1,050,088	$0	50,316,746	D
Class B Common Stock⁽²⁾	⁽²⁾	11/22/2024		C⁽¹¹⁾			1,620,395	⁽²⁾	⁽²⁾	Class A Common Stock	1,620,395	$0	48,696,351	D

Explanation of Responses:

1. This transaction is part of a related series of transactions. The Reporting Person acquired rights to 975,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on November 20, 2024, converted 266,563 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 20, 2024 and then converted 138,130 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 21, 2024. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on November 20, 2024 and were conducted in compliance with the Reporting Person's Rule 10b5-1 trading plan.

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 $60.0443 to $61.0402. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (4) and (5) 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 $61.045 to $62.0442. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) and (5) 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 represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $62.045 to $63.00. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) and (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.

6. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $60.92 to $61.91. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (7) and (8) 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.

7. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $61.93 to $62.92. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (6) and (8) 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.

8. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $62.93 to $63.38. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (6) and (7) 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.

9. This transaction is part of a related series of transactions undertaken on November 21, 2024 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on December 12, 2023. The Reporting Person exercised 482,241 vested Class B Common Stock options, 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.

10. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $63.00 to $63.35. 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.

11. This transaction is part of a related series of transactions undertaken on November 22, 2024 pursuant to a preexisting Rule 10b5-1 trading plan, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), entered into on December 12, 2023. The Reporting Person exercised 1,050,088 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock, along with 570,307 additional shares of Class B Common Stock, all into Class A Common Stock, and immediately sold the total 1,620,395 shares of Class A Common Stock in the open market.

12. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $61.68 to $62.67. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (13) and (14) 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.

13. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $62.68 to $63.675. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (12) and (14) 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.

14. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $63.68 to $64.43. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (12) and (13) 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.

15. These securities are RSUs granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

16. The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date.

17. These securities are RSUs granted pursuant to the Issuer's 2020 Executive Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock.

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

Remarks:

Officer title: Chief Executive Officer. This Form 4 has been compiled based on applicable requirements to reflect the specific transactions described herein and is not intended to disclose or describe all shares and/or other equity securities owned or beneficially held by the Reporting Person. For additional details regarding the Reporting Person's overall stock and equity holdings, please see the Issuer's Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024, including under the heading "Security Ownership Of Certain Beneficial Owners And Management" (subject to the definitions, explanations, and time periods described therein).

	/s/ Justin V. Laubach, under power of attorney	11/22/2024
	** 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 4 (b)(v).
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