Sec Form 4 Filing - Cohen Stephen Andrew @ Palantir Technologies Inc. - 2022-11-21

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., 1200 17TH STREET, FLOOR 15 3. Date of Earliest Transaction (MM/DD/YY) 11/21/2022 (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 11/21/2022 C( 1 ) 139,580 A 140,172 D Class A Common Stock 11/21/2022 S( 1 ) 139,580 D $ 7.1705( 3 ) 592 D Class A Common Stock 11/22/2022 C( 1 ) 139,580 A 140,172 D Class A Common Stock 11/22/2022 S( 1 ) 139,580 D $ 7.1767( 4 ) 592 D Class A Common Stock 11/23/2022 C( 1 ) 79,761 A 80,353 D Class A Common Stock 11/23/2022 S( 1 ) 79,761 D $ 7.2463( 5 ) 592 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 Class B Common Stock( 2 ) ( 2 ) 11/21/2022 C( 1 ) 139,580 ( 2 ) ( 2 ) Class A Common Stock 139,580 $ 0 12,135,383 D Class B Common Stock( 2 ) ( 2 ) 11/22/2022 C( 1 ) 139,580 ( 2 ) ( 2 ) Class A Common Stock 139,580 $ 0 11,995,803 D Class B Common Stock( 2 ) ( 2 ) 11/23/2022 C( 1 ) 79,761 ( 2 ) ( 2 ) Class A Common Stock 79,761 $ 0 11,916,042 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Stephen Andrew C/O PALANTIR TECHNOLOGIES INC. 1200 17TH STREET, FLOOR 15 DENVER, CO80202 X See Remarks Signatures /s/ Justin V. Laubach, under power of attorney 11/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction is part of a related series of transactions. The Reporting Person acquired rights to 675,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on November 20, 2022, converted 139,580 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 21, 2022, converted 139,580 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 22, 2022 and then converted 79,761 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 23, 2022. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on November 20, 2022 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 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.10 to $7.30. 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. ( 4 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.05 to $7.24. 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. ( 5 )This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.12 to $7.35. 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.

Remarks: Officer title: President and Secretary

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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