Sec Form 4 Filing - Cohen Stephen Andrew @ Palantir Technologies Inc. - 2021-02-18

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) See Remarks (Last) (First) (Middle) C/O PALANTIR TECHNOLOGIES INC., 1555 BLAKE STREET, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2021 (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 02/18/2021 C( 1 ) 2,000,000 A $ 0 2,203,647 D Class A Common Stock 02/18/2021 S( 1 ) 924,378 D $ 25.0689 ( 2 ) 1,279,269 D Class A Common Stock 02/18/2021 S( 1 ) 225,622 D $ 25.9277 ( 3 ) 1,053,647 D Class A Common Stock 02/19/2021 S( 1 ) 300,000 D $ 27.7067 ( 4 ) 753,647 D Class A Common Stock 02/19/2021 S( 1 ) 250,000 D $ 29.04 ( 5 ) 503,647 D Class A Common Stock 02/22/2021 S( 1 ) 300,000 D $ 30.03 ( 6 ) 203,647 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 Employee Stock Option (Right to buy) $ 1.1 02/18/2021 M( 1 ) 749,091 ( 7 ) 07/27/2021 Class B Common Stock ( 8 ) 749,091 $ 0 90,909 D Class B Common Stock ( 8 ) $ 1.1 02/18/2021 M( 1 ) 749,091 ( 8 ) ( 8 ) Class A Common Stock 749,091 $ 0 12,783,114 D Class B Common Stock ( 8 ) ( 8 ) 02/18/2021 C( 1 ) 2,000,000 ( 8 ) ( 8 ) Class A Common Stock 2,000,000 $ 0 10,783,114 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 See Remarks Signatures /s/ Justin V. Laubach, under power of attorney 02/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction is part of a related series of transactions undertaken pursuant to a preexisting Rule 10b5-1 trading plan. On February 18, 2021, the Reporting Person exercised 749,091 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock, along with 1,250,909 additional shares of Class B Common Stock, to Class A Common Stock, and immediately sold 1,150,000 shares of Class A Common Stock in the open market. On February 19, 2021, the Reporting Person sold an additional 550,000 shares of Class A Common Stock in the open market. On February 22, 2021, the Reporting Person sold an additional 300,000 shares of Class A Common Stock in the open market. ( 2 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $24.52 to $25.51. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) 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. ( 3 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $25.52 to $26.31. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (2) 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 $27.08 to 28.02. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (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 $29.04 to $29.045. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (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 a sale of shares in the open market made at a price of $30.03 per share. ( 7 )The options exercised in this transaction were fully vested and exercisable as of the transaction date. ( 8 )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.

Remarks: Officer title: President and Secretary

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