Insider filing report for Changes in Beneficial Ownership
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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 *
Taylor Ryan D.
2. Issuer Name and Ticker or Trading Symbol
Palantir Technologies Inc. [ PLTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O PALANTIR TECHNOLOGIES INC., 1555 BLAKE STREET, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
12/22/2020
(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
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
Employee Stock Option (Right to buy) $ 3.25 12/22/2020 M( 1 ) 122,405 ( 2 ) 10/16/2023 Class B Common Stock ( 3 ) 122,405 $ 0 0 D
Class B Common Stock ( 3 ) $ 3.25 12/22/2020 M( 1 ) 122,405 ( 3 ) ( 3 ) Class A Common Stock 122,405 $ 0 122,405 D
Employee Stock Option (Right to buy) $ 1.1 12/22/2020 M( 4 ) 8,079 ( 2 ) 06/28/2021 Class B Common Stock ( 3 ) 8,079 $ 0 0 D
Class B Common Stock ( 3 ) $ 1.1 12/22/2020 M( 4 ) 8,079 ( 3 ) ( 3 ) Class A Common Stock 8,079 $ 0 130,484 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taylor Ryan D.
C/O PALANTIR TECHNOLOGIES INC.
1555 BLAKE STREET, SUITE 250
DENVER, CO80202
See Remarks
Signatures
/s/ Justin V. Laubach, under power of attorney 12/28/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The indicated transactions are related and were undertaken in compliance with a preexisting Rule 10b5-1 trading plan and the Issuer's lock-up terms. The Reporting Person exercised vested Class B Common Stock options, resulting in a decrease in the number of outstanding options held and an increase in the number of shares of Class B Common Stock held.
( 2 )The options exercised in this transaction were fully vested and exercisable as of the transaction date.
( 3 )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.
( 4 )The indicated transactions are related and were undertaken in compliance with a preexisting Rule 10b5-1 trading plan and the Issuer's lock-up terms. The Reporting Person exercised vested Class B Common Stock options, resulting in a decrease in the number of outstanding options held and an increase in the number of shares of Class B Common Stock held.

Remarks:
Officer title: Chief Legal and Business Affairs Officer

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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