Sec Form 4 Filing - Karp Alexander C. @ Palantir Technologies Inc. - 2021-03-29

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 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) See Remarks (Last) (First) (Middle) C/O PALANTIR TECHNOLOGIES INC., 1555 BLAKE STREET, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2021 (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 03/29/2021 M( 1 )( 2 )( 3 ) 1,131,730 A 7,560,315 ( 4 ) D Class A Common Stock 03/30/2021 S( 1 )( 2 )( 3 ) 161,599 D $ 21.5527 ( 5 ) 7,398,716 D Class A Common Stock 03/30/2021 S( 1 )( 2 )( 3 ) 76,180 D $ 21.956 ( 6 ) 7,322,536 D Class A Common Stock 03/31/2021 S( 1 )( 2 )( 3 ) 121,934 D $ 23.1206 ( 7 ) 7,200,602 D Class A Common Stock 03/31/2021 S( 1 )( 2 )( 3 ) 101,821 D $ 23.5375 ( 8 ) 7,098,781 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. Transacti on 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 Growth Units ( 1 ) ( 2 ) ( 3 ) 03/29/2021 M( 1 )( 2 )( 3 ) 2,755,903 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock ( 1 ) ( 2 ) ( 3 ) $ 0 0 ( 1 ) ( 2 ) ( 3 ) 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 See Remarks Signatures /s/ Justin V. Laubach, under power of attorney 03/31/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction is part of a series of related transactions completed in connection with the vesting and settlement of Growth Units previously granted pursuant to the Issuer's 2010 Equity Incentive Plan, as amended. The performance-based vesting condition of the Growth Units was satisfied upon the listing and public trading of the Issuer's Class A Common Stock. The continued service vesting condition of the Growth Units was satisfied upon the Reporting Person continuing as a service provider through March 29, 2021 and thus the Growth Units vested on March 29, 2021. ( 2 )(continuation from footnote 1) Each Growth Unit represented a contingent right to receive shares of the Issuer's Class A Common Stock; the number of shares of Class A Common Stock issued following the vesting of the Growth Units was determined on the basis of a conversion formula that incorporated the closing sales price of the Issuer's Class A Common Stock on the first date such stock was publicly traded and other factors, as 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. ( 3 )(continuation from footnote 2) As a result of the vesting of the Growth Units and the application of the conversion formula, an aggregate of 1,131,370 shares of Class A Common Stock were issued to the Reporting Person in two equal installments on March 30, 2021 (565,685 shares) and March 31, 2021 (565,685 shares) and certain of those shares were automatically sold to cover required tax withholding obligations in connection with the settlement of the shares on each of those dates. All the foregoing transactions were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan. ( 4 )Includes 2,449 shares received pursuant to a pro rata distribution from The Founders Fund, LP. The acquisition of such shares was exempt from immediate reporting pursuant to Rule 16a-9. ( 5 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.87 to $21.86. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (6) 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 sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $21.87 to $22.06. 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. ( 7 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $22.41 to $23.40. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (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. ( 8 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $23.41 to $23.84. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (7) 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 Executive Officer

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