Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
02/22/2021
(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 02/22/2021 S( 1 ) 57,106 D $ 28.1694 ( 2 ) 1,523,828 D
Class A Common Stock 02/22/2021 S( 1 ) 22,796 D $ 28.9358 ( 3 ) 1,501,032 D
Class A Common Stock 02/22/2021 S( 1 ) 3,161 D $ 29.8512 ( 4 ) 1,497,871 D
Class A Common Stock 02/23/2021 S( 5 ) 2,471 D $ 24.4959 ( 6 ) 1,495,400 D
Class A Common Stock 02/23/2021 S( 5 ) 8,252 D $ 25.5545 ( 7 ) 1,487,148 D
Class A Common Stock 02/23/2021 S( 5 ) 64,334 D $ 26.4358 ( 8 ) 1,422,814 D
Class A Common Stock 02/23/2021 S( 5 ) 4,380 D $ 27.1363 ( 9 ) 1,418,434 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
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 02/24/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction represents an automatic sale of shares to cover required tax withholding obligations in connection with the vesting of restricted stock units. All sales were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.
( 2 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $27.56 to $28.55. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3) and (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.
( 3 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $28.56 to $29.52. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (2) and (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.
( 4 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $29.56 to $30.17. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (2) and (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.
( 5 )The Reporting Person sold shares of Class A Common Stock in the open market pursuant to a pre-existing Rule 10b5-1 trading plan, which shares were acquired as a result of the vesting of restricted stock units referenced in footnote (1).
( 6 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $23.91 to $24.87. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (7), (8) and (9) 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.
( 7 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $24.92 to $25.91. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (6), (8) and (9) 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.
( 8 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $25.92 to $26.91. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (6), (7) and (9) 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.
( 9 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $26.92 to $27.41. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (6), (7) and (8) 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.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.