Sec Form 4 Filing - Cohen Stephen Andrew @ Palantir Technologies Inc. - 2020-09-30

FORM 4 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 Cohen Stephen Andrew 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) President and Secretary (Last) (First) (Middle) C/O PALANTIR TECHNOLOGIES INC., 1555 BLAKE STREET, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2020 (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 09/30/2020 C( 1 ) 1,000,000 A $ 0 3,402,647 D Class A Common Stock 09/30/2020 S 1,000,000 D $ 10 2,402,647 D Class A Common Stock 10/01/2020 C( 1 ) 1,000,000 A $ 0 3,402,647 D Class A Common Stock 10/01/2020 S 1,000,000 D $ 9.4221 ( 2 ) 2,402,647 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 Restricted Stock Units ( 3 ) 09/30/2020 A 13,500,000 ( 4 ) 05/20/2026 Class B Common Stock ( 5 ) 13,500,000 $ 0 13,500,000 D Employee Stock Option (Right to buy) $ 1.1 09/30/2020 M 1,000,000 ( 6 ) 07/27/2021 Class B Common Stock ( 5 ) 1,000,000 $ 0 3,840,000 D Class B Common Stock ( 5 ) 09/30/2020 M 1,000,000 ( 5 ) ( 5 ) Class A Common Stock 1,000,000 $ 0 13,034,023 D Class B Common Stock ( 5 ) 09/30/2020 C( 1 ) 1,000,000 ( 5 ) ( 5 ) Class A Common Stock 1,000,000 $ 0 12,034,023 D Growth Units ( 7 ) 09/30/2020 A 826,771 ( 8 ) ( 9 ) Class A Common Stock ( 10 ) $ 0 826,771 D Employee Stock Option (Right to buy) $ 1.1 10/01/2020 M 1,000,000 ( 6 ) 07/27/2021 Class B Common Stock ( 5 ) 1,000,000 $ 0 2,840,000 D Class B Common Stock ( 5 ) 10/01/2020 M 1,000,000 ( 5 ) ( 5 ) Class A Common Stock 1,000,000 $ 0 13,034,023 D Class B Common Stock ( 5 ) 10/01/2020 C( 1 ) 1,000,000 ( 5 ) ( 5 ) Class A Common Stock 1,000,000 $ 0 12,034,023 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Stephen Andrew C/O PALANTIR TECHNOLOGIES INC. 1555 BLAKE STREET, SUITE 250 DENVER, CO80202 X President and Secretary Signatures /s/ Justin V. Laubach, under power of attorney 10/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the conversion of Class B Common Stock into Class A Common Stock. ( 2 )This transaction was executed in multiple trades at prices ranging from $9.25 to $9.64. The price reported above reflects the weighted average sale price. 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. ( 3 )These securities are restricted stock units ("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. ( 4 )The performance condition of these previously granted RSUs was satisfie d upon the listing and public trading of the Issuer's Class A Common Stock. 1/20th of the shares subject to the RSUs 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. ( 5 )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. ( 6 )All of the shares subject to the option are fully vested and exercisable as of the date hereof. ( 7 )These securities are Growth Units granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each Growth Unit represents a contingent right to receive shares of the Issuer's Class A Common Stock, such number of shares to be determined on the basis of a conversion methodology based on a formula related to the applicable fair market value under such formula and applicable hurdles applicable to the award set out more fully in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act"). ( 8 )The performance-based vesting condition of these previously granted growth units was satisfied upon the listing and public trading of the Issuer's Class A Common Stock. The shares subject to the growth units shall vest on March 29, 2021, subject to the Reporting Person continuing as a service provider through such date. If the continued service vesting requirement is not satisfied, the vesting will be determined based on alternative methodology set out in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act. ( 9 )There is no expiration date for the Growth Units. ( 10 )The number of shares into which each Growth Unit will convert will be determined on the basis of a conversion methodology set out in the Issuer's final prospectus filed with the SEC on September 30, 2020, pursuant to Rule 424(b) of the Securities Act.

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