Sec Form 4 Filing - Sankar Shyam @ Palantir Technologies Inc. - 2021-11-22

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 Sankar Shyam 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) 11/22/2021 (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 11/22/2021 C( 1 ) 171,518 A 2,609,929( 3 ) D Class A Common Stock 11/22/2021 S( 1 ) 194,003 D $ 20.7503( 4 ) 2,415,926 D Class A Common Stock 11/22/2021 S( 1 ) 3,822 D $ 21.4476( 5 ) 2,412,104 D Class A Common Stock 11/23/2021 S( 1 ) 69,894 D $ 20.3639( 6 ) 2,342,210 D Class A Common Stock 11/24/2021 C( 7 ) 203,482 A 2,545,692 D Class A Common Stock 11/24/2021 S( 7 ) 317,611 D $ 21.0253( 8 ) 2,228,081 D Class A Common Stock 761,111( 3 ) I See Footnote( 9 ) Class A Common Stock 225,048 I See Footnote( 10 )

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 Class B Common Stock( 2 ) ( 2 ) 11/22/2021 C( 1 ) 171,518 ( 2 ) ( 2 ) Class A Common Stock 171,518 $ 0 203,482 D Class B Common Stock( 2 ) ( 2 ) 11/24/2021 C( 7 ) 203,482 ( 2 ) ( 2 ) Class A Common Stock 203,482 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sankar Shyam C/O PALANTIR TECHNOLOGIES INC. 1555 BLAKE STREET, SUITE 250 DENVER, CO80202 See Remarks Signatures /s/ Justin V. Laubach, under power of attorney 11/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction is part of a related series of transactions. The Reporting Person converted 171,518 shares of Class B Common Stock to Class A Common Stock on November 22, 2021. The resulting shares of Class A Common Stock, along with 96,201 additional shares of Class A Common Stock, were sold as follows: 197,825 shares on November 22, 2021 and 69,894 shares on November 23, 2021. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting of restricted stock units on November 20, 2021 and were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan. ( 2 )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. ( 3 )On August 26, 2021, 88,889 shares of Class A Common Stock were transferred from Shyam Sankar, Trustee of The Shyam Sankar 2020 Annuity Trust u/a/d 7/14/2020 (the "Annuity Trust"), to the Reporting Person. The number of shares beneficially owned reflects such transfer. ( 4 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.19 to $21.185. 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 $21.19 to $21.52. 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 sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.06 to $21.03. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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 is part of a related series of transactions. The Reporting Person converted 203,482 shares of Class B Common Stock to Class A Common Stock. The resulting shares of Class A Common Stock, along with 114,129 additional shares of Class A Common Stock, were sold in the open market pursuant to a pre-existing Rule 10b5-1 trading plan. ( 8 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $20.795 to $21.12. The price reported above reflects the weighted average sale price of trades occurring within that price range. 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 )These shares are held of record by the Annuity Trust. These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules. The Reporting Person disclaims beneficial ownership of the shares held by the Annuity Trust, except to the extent of his pecuniary interest therein. ( 10 )These shares are held of record by Shyam Sankar, Co-Trustee of the Sankar Irrevocable Remainder Trust u/a/d 4/20/2020 (the "Remainder Trust"). These shares were not subject to a particular transaction during the dates covered by this Form 4 and are listed here to disclose the Reporting Person's holdings as required by Securities and Exchange Commission rules. The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein.

Remarks: Officer title: Chief Operating Officer and Executive Vice President

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.