Sec Form 3 Filing - Karp Alexander C. @ Palantir Technologies Inc. - 2020-09-22

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Karp Alexander C. 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) Chief Executive Officer (Last) (First) (Middle) C/O PALANTIR TECHNOLOGIES INC., 1555 BLAKE STREET, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2020 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 20,525,616 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 12,869,890 D Class F Common Stock ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 1 ) 335,000 I See Footnote ( 3 ) Employee Stock Option (Right to buy) $ 0.103 ( 4 ) 12/03/2021 Class B Common Stock ( 1 ) 60,897,579 D Employee Stock Option (Right to buy) $ 0.85 ( 4 ) 12/03/2021 Class B Common Stock ( 1 ) 8,000,000 D Employee Stock Option (Right to buy) $ 11.38 ( 5 ) 08/20/2032 Class B Common Stock ( 1 ) 141,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Karp Alexander C. C/O PALANTIR TECHNOLOGIES INC. 1555 BLAKE STREET, SUITE 250 DENVER, CO80202 X Chief Executive Officer Signatures /s/ Justin V. Laubach, under power of attorney 09/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The Class F Common Stock is convertible into the Issuer's Class B Common Stock on a 1-for-1 basis and has no expiration date. 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 )These shares are held of record by the voting trust established pursuant to the Voting Trust Agreement entered into among Stephen Cohen, Peter Thiel, the Reporting Person and Wilmington Trust, National Association (the "Voting Trust"). The Reporting Person is a beneficiary of the Voting Trust and may be deemed to have beneficial ownership with respect to 335,000 shares of Class F Common Stock held in the Voting Trust. ( 4 )1/120th of the shares subject to the option vested on July 3, 2011, and 1/120th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date. The option provides for an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. ( 5 )1/40th of the shares subject to the option shall vest on August 20, 2021 and each three-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks: Exhibit 24 - Power of Attorney

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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