Filing Details
- Accession Number:
- 0001321655-22-000045
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-12-08 20:02:40
- Reporting Period:
- 2022-12-06
- Accepted Time:
- 2022-12-08 20:02:40
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1321655 | Palantir Technologies Inc. | PLTR | Services-Prepackaged Software (7372) | 680551851 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1823951 | C. Alexander Karp | C/O Palantir Technologies Inc. 1200 17Th Street, Floor 15 Denver CO 80202 | See Remarks | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2022-12-06 | 809,398 | $0.00 | 7,241,656 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2022-12-06 | 809,398 | $7.00 | 6,432,258 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2022-12-07 | 809,398 | $0.00 | 7,241,656 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2022-12-07 | 809,398 | $7.13 | 6,432,258 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Restricted Stock Units | Disposition | 2022-12-06 | 3,510,000 | $0.00 | 3,510,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2022-12-06 | 3,510,000 | $0.00 | 3,510,000 | $0.00 |
| Class B Common Stock | Restricted Stock Units | Disposition | 2022-12-06 | 390,000 | $0.00 | 390,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2022-12-06 | 390,000 | $0.00 | 390,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2022-12-06 | 809,398 | $0.00 | 809,398 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2022-12-07 | 809,398 | $0.00 | 809,398 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 29,835,000 | 2031-05-20 | No | 4 | M | Direct | |
| 49,482,785 | No | 4 | M | Direct | ||
| 3,315,000 | 2031-05-20 | No | 4 | M | Direct | |
| 49,872,785 | No | 4 | M | Direct | ||
| 49,063,387 | No | 4 | C | Direct | ||
| 48,253,989 | No | 4 | C | Direct |
Footnotes
- This transaction is part of a related series of transactions. In February 2022, the Compensation, Nominating & Governance Committee of the Issuer determined that the settlement of all of the Reporting Person's restricted stock units ("RSUs") that vested in calendar year 2022 would occur on December 6, 2022. As a result, the Reporting Person acquired an aggregate of 3,900,000 shares of Class B Common Stock upon vesting and settlement of RSUs on December 6, 2022. In addition, in order to cover required tax withholding obligations, the Reporting Person (i) converted 809,398 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on December 6, 2022 and (ii) converted 809,398 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on December 7, 2022. (continued in footnote 2)
- (continuation from footnote 1) All sales were automatic sales of shares to cover required tax withholding obligations in connection with the settlement event on December 6, 2022 and were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.
- 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.
- This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $6.89 to $7.19. 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.
- This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.04 to $7.34. 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.
- 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.
- The shares acquired from the vesting and settlement of RSUs (as described above) were fully vested as of the transaction date.
- 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.
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