Sec Form 4 Filing - Sankar Shyam @ Palantir Technologies Inc. - 2022-08-20

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 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) 08/20/2022 (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 08/05/2022 G( 1 ) V 524,851 D $ 0 0 I See Footnote( 2 ) Class A Common Stock 08/05/2022 G( 1 ) V 524,851 A $ 0 749,899 I See Footnote( 3 ) Class A Common Stock 2,154,766( 1 ) 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 Restricted Stock Units ( 4 ) 08/20/2022 M( 5 ) 375,000 ( 6 ) 05/20/2026 Class B Common Stock( 7 ) 375,000 $ 0 5,625,000 D Class B Common Stock( 7 ) ( 7 ) 08/20/2022 M( 5 ) 375,000 ( 7 ) ( 7 ) Class A Common Stock 375,000 $ 0 868,313 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 08/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 5, 2022, pursuant to the terms of the trust agreement of The Shyam Sankar 2020 Annuity Trust u/a/d 7/14/2020 (the "Annuity Trust"): (i) 236,260 shares of Class A Common Stock held of record by the Annuity Trust were transferred to the Reporting Person to satisfy a preexisting annuity payment requirement and (ii) the remaining 524,851 shares of Class A Common Stock held by the Annuity Trust were transferred to the Sankar Irrevocable Remainder Trust u/a/d 4/20/2020 (the "Remainder Trust"), for no consideration, in connection with the expiration of the Annuity Trust. All transactions were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan. The number of shares beneficially owned reflects such transfer. ( 2 )These shares were held of record by the Annuity Trust, of which the Reporting Person was the trustee, until the Annuity Trust expired pursuant to its terms on August 5, 2022. The Reporting Person disclaimed beneficial ownership of the shares held by the Annuity Trust, except to the extent of his pecuniary interest therein. ( 3 )These shares are held of record by the Remainder Trust, of which the Reporting Person is a co-trustee. The Reporting Person disclaims beneficial ownership of the shares held by the Remainder Trust, except to the extent of his pecuniary interest therein. ( 4 )These securities are restricted stock units ("RSUs") granted pursuant to the Issuer's Amended 2010 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock. ( 5 )The Reporting Person acquired 375,000 shares of Class B Common Stock upon incremental vesting of RSUs. ( 6 )The shares acquired from the incremental vesting of RSUs (as described above) were fully vested as of the transaction date. ( 7 )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: 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).

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