Sec Form 4 Filing - Scheinman Daniel @ SentinelOne, Inc. - 2021-07-02

Insider filing report for Changes in Beneficial Ownership
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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
Scheinman Daniel
2. Issuer Name and Ticker or Trading Symbol
SentinelOne, Inc. [ S]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SENTINELONE, INC., 444 CASTRO STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2021
(Street)
MOUNTAIN VIEW, CA94041
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 07/02/2021 P 10,000 ( 1 ) A $ 35 10,000 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
Series A Preferred Stock ( 2 ) 07/02/2021 C( 3 ) 358,023 ( 2 ) ( 2 ) Class B Common Stock ( 4 ) ( 5 ) 358,023 ( 2 ) 358,023 I By Trust ( 6 )
Series Seed Preferred Stock ( 2 ) 07/02/2021 C( 3 ) 1,065,126 ( 2 ) ( 2 ) Class B Common Stock ( 4 ) ( 5 ) 1,065,126 ( 2 ) 1,065,126 I By Trust ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scheinman Daniel
C/O SENTINELONE, INC.
444 CASTRO STREET, SUITE 400
MOUNTAIN VIEW, CA94041
X
Signatures
/s/ David Bernhardt, as Attorney-in-Fact for Daniel Scheinman 07/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares acquired pursuant to a directed share program in connection with the Issuer's initial public offering of Class A Common Stock.
( 2 )The Shares of the Issuer's Series A and Series Seed Preferred Stock automatically converted into shares of the Issuer's Class B Common Stock on a 1:1 basis immediately upon the closing of the Issuer's initial public offering on July 2, 2021 and had no expiration date.
( 3 )Represents the conversion of Series A and Series Seed Preferred Stock held of record by the Dan and Zoe Scheinman Family Trust, Dated 2/23/01 (the "Scheinman Trust") into Class B Common Stock.
( 4 )Each share of Class B common stock is convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding share of Class B common stock, (ii) seven years from the effective date of the Issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B common stock (including share of Class B common stock subject to outstanding stock options) held by Tomer Weingarten, including certain entities that Mr. Weingarten controls, is less than 25% of the number of shares of Class B common stock (including shares of Class B common stock subject to outstanding stock options) that Mr. Weingarten originally held as of the date of the IPO,
( 5 )(continued from footnote 2) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the first date following the completion of this offering when Mr. Weingarten is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which Mr. Weingarten is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the death or disability, as defined into the Issuer's restated certificate of incorporation, of Mr. Weingarten.
( 6 )These securities are held by the Scheinman Trust. The Reporting Person is the trustee and a beneficiary of the Scheinman Trust and has sole voting and dispositive power over the shares held by the Scheinman Trust.

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