Sec Form 4 Filing - McClain Mark D. @ Sailpoint Technologies Holdings, Inc. - 2022-08-16

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 McClain Mark D. 2. Issuer Name and Ticker or Trading Symbol Sailpoint Technologies Holdings, Inc. [ SAIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O SAILPOINT TECHNOLOGIES HOLDINGS, INC, 11120 FOUR POINTS DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2022 (Street) AUSTIN, TX78726 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 Common Stock 08/16/2022 D( 1 ) 720,192( 2 ) D $ 0( 1 )( 2 ) 0 D Common Stock 08/16/2022 D( 1 ) 255,994 D $ 0( 1 ) 0 I By McClain Charitable Remainder Unitrust( 3 ) Common Stock 08/16/2022 D( 1 ) 48,000 D $ 0( 1 ) 0 I By McClain RHD 2015 Trust( 4 ) Common Stock 08/16/2022 D( 1 ) 48,000 D $ 0( 1 ) 0 I By McClain ADM 2015 Trust( 4 ) Common Stock 08/16/2022 D( 1 ) 48,000 D $ 0( 1 ) 0 I By McClain GMM 2015 Trust( 4 )

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 Stock Option (right to buy) $ 12 08/16/2022 D( 5 ) 200,000 ( 5 )( 6 ) 11/16/2027 Common Stock 200,000( 5 ) $ 0 0 D Stock Option (right to buy) $ 29.92 08/16/2022 D( 5 ) 113,646 ( 5 )( 7 ) 02/07/2029 Common Stock 113,646( 5 ) $ 0 0 D Stock Option (right to buy) $ 25.42 08/16/2022 D( 5 ) 125,698 ( 5 )( 8 ) 02/05/2030 Common Stock 125,698( 5 ) $ 0 0 D Stock Option (right to buy) $ 60.78 08/16/2022 D( 5 ) 72,476 ( 5 )( 9 ) 02/17/2031 Common Stock 72,476( 5 ) $ 0 0 D Stock Option (right to buy) $ 39.75 08/16/2022 D( 5 ) 118,586 ( 5 )( 10 ) 02/10/2032 Common Stock 118,586( 5 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McClain Mark D. C/O SAILPOINT TECHNOLOGIES HOLDINGS, INC 11120 FOUR POINTS DRIVE, SUITE 100 AUSTIN, TX78726 X CEO and President Signatures /s/ Ryan Clyde, attorney-in-fact 08/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated April 10, 2022 (the Merger Agreement), by and among SailPoint Technologies Holdings, Inc. (Issuer), SailPoint Intermediate Holdings III, LP (f/k/a Project Hotel California Holdings, LP) (Parent) and Project Hotel California Merger Sub, Inc. (Merger Sub), on August 16, 2022, Merger Sub merged with and into Issuer, with Issuer surviving the merger as a wholly-owned subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the Merger). At the effective time of the Merger, each then outstanding share of Issuer common stock was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $65.25, without interest thereon and less any applicable withholding taxes. ( 2 )Includes restricted stock units (RSUs). At the Effective Time, each RSU award that was vested and outstanding immediately prior to the Effective Time (Vested RSU) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares of such Vested RSU, subject to any required withholding of taxes. Each RSU that was outstanding immediately prior to the Effective Time and not a Vested RSU (Unvested RSU) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to $65.25 multiplied by the total number of shares underlying such RSU, in each case subject to the same terms and conditions that applied to the Unvested RSU as in effect immediately prior to the Effective Time. ( 3 )The Reporting Person is a co-trustee for the McClain Charitable Remainder Unitrust (the "Unitrust"), and he shares investment control over, and may be deemed to have a pecuniary interest in, the shares held by the Unitrust. As such, the Reporting Person may be deemed to beneficially own all of the shares held by the Unitrust; however, the Reporting Person disclaims beneficial ownership of the shares held by the Unitrust except to the extent of his pecuniary interest therein. ( 4 )The Reporting Person is a co-trustee for each of McClain RHD 2015 Trust (the "RHD Trust"), McClain ADM 2015 Trust (the "ADM Trust") and McClain GMM 2015 Trust (the "GMM Trust", and together with the RHD Trust and the ADM Trust, the "Family Trusts"). The beneficiary of each of the Family Trusts is an immediate family member of the Reporting Person. As such, the Reporting Person may be deemed to beneficially own all of the shares held by the Family Trusts; however, the Reporting Person disclaims beneficial ownership of the shares held by the Family Trusts except to the extent of his pecuniary interest therein. ( 5 )Each option to purchase shares of Issuer common stock (Option) that was vested and outstanding immediately prior to the Effective Time (Vested Option) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exer cise price of such Vested Option, multiplied by (y) the total number of shares underlying such Vested Option, subject to any required withholding of taxes. Each Option that was outstanding but unvested immediately prior to the Effective Time (Unvested Option) was automatically converted into the contingent right to receive an amount in cash, without interest, equal to (x) the difference between $65.25 and the per share exercise price of such Unvested Option multiplied by (y) the total number of shares underlying such Unvested Option, in each case subject to the same terms and conditions that applied to the Unvested Option immediately prior to the Effective Time. ( 6 )This Option was granted on November 16, 2017. 25% vested on the first anniversary of the date of grant and then 1/48th vested each month thereafter, such that 100% of the award had vested by the fourth anniversary of the date of grant. ( 7 )This Option was granted on February 7, 2019. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. ( 8 )This Option was granted on February 5, 2020. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. ( 9 )This Option was granted on February 17, 2021. 25% vested on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant. ( 10 )This Option was granted on February 10, 2022. 25% vests on the first anniversary of the date of grant and then 1/48th vests each month thereafter, such that 100% of the award will be vested on the fourth anniversary of the date of grant.

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).

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