Thiel Peter Form 4 Palantir / PETER THIEL ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THIEL PETER

(Last)

(First)

(Middle)

C/O PALANTIR TECHNOLOGIES INC.

1555 BLAKE STREET, SUITE 250

(Street)

DENVER

80202

(City)

(State)

(Zip)

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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								7,072,285⁽¹⁾	D
Class A Common Stock								3,262⁽²⁾	I	See Footnote⁽³⁾
Class A Common Stock								1,108,442⁽²⁾	I	See Footnote⁽⁴⁾
Class A Common Stock								17,502,211⁽²⁾	I	See Footnote⁽⁵⁾
Class A Common Stock								77,851,188⁽²⁾	I	See Footnote⁽⁶⁾
Class A Common Stock								53,487⁽²⁾	I	See Footnote⁽⁷⁾
Class A Common Stock								268,840⁽²⁾	I	See Footnote⁽⁸⁾
Class A Common Stock								5,028,763⁽²⁾	I	See Footnote⁽⁹⁾
Class A Common Stock								7,255,295⁽¹⁾	I	See Footnote⁽¹⁰⁾
Class A Common Stock								14,530,420⁽²⁾	I	See Footnote⁽¹¹⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock Warrant (Right to buy)	$6.13	06/28/2021		X⁽¹²⁾			4,502,447	⁽¹³⁾	11/20/2022	Class B Common Stock⁽¹⁴⁾	4,502,447	$0.00	0	I	See Footnote⁽¹⁵⁾
Class B Common Stock⁽¹⁴⁾	⁽¹⁴⁾	06/28/2021		X⁽¹²⁾		4,502,447		⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	4,502,447	$6.13	4,502,447	I	See Footnote⁽¹¹⁾
Class B Common Stock⁽¹⁴⁾	⁽¹⁴⁾	06/28/2021		F⁽¹²⁾			1,171,643	⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	1,171,643	$23.5567	3,330,804	I	See Footnote⁽¹¹⁾
Class B Common Stock⁽¹⁴⁾	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	20,849,832		20,849,832⁽¹⁾	D
Class B Common Stock⁽¹⁴⁾	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	2,962,961		2,962,961⁽²⁾	I	See Footnote⁽⁷⁾
Class B Common Stock⁽¹⁴⁾	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	2,750,050		2,750,050⁽²⁾	I	See Footnote⁽⁸⁾
Class B Common Stock⁽¹⁴⁾	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	2,565,601		2,565,601⁽²⁾	I	See Footnote⁽⁹⁾

Explanation of Responses:

1. Share numbers have been adjusted to reflect changes in form of beneficial ownership for no consideration in transfers exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.

2. 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.

3. These shares are held of record by FF Pathfinder VI, LLC ("FF Pathfinder"). The Reporting Person is one of the managing members of The Founders Fund VI Management, LLC, which is the managing member of FF Pathfinder. The Reporting Person may be deemed to have beneficial ownership over the securities held by FF Pathfinder. The Reporting Person disclaims beneficial ownership over the shares held by FF Pathfinder except to the extent of his pecuniary interest therein.

4. These shares are held of record by FF4 Investment LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by FF4 Investment LLC.

5. These shares are held of record by PLTR Holdings LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by PLTR Holdings LLC.

6. These shares are held of record by Rivendell 7 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 7 LLC.

7. These shares are held of record by Rivendell 25 LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by Rivendell 25 LLC.

8. These shares are held of record by STS Holdings II LLC, of which the Reporting Person is the sole beneficial owner. The Reporting Person has beneficial ownership over the securities held by STS Holdings II LLC.

9. These shares are held of record by PT Ventures, LLC ("PTV"), of which the Reporting Person is the Managing Member. The Reporting Person has beneficial ownership over the securities held by PTV.

10. These shares are held of record by Thiel Capital LLC, of which the Reporting Person is the Manager. The Reporting Person has beneficial ownership over the securities held by Thiel Capital LLC.

11. These shares are held of record by Mithril PAL-SPV 1, LLC ("Mithril"). The Reporting Person is the Chairman of the Investment Committee of Mithril GP LP, the General Partner of Mithril LP, which, in turn, owns Mithril. The Reporting Person may be deemed to have beneficial ownership over the securities held by Mithril. The Reporting Person disclaims beneficial ownership of the shares held by Mithril except to the extent of his pecuniary interest therein.

12. This transaction represents the cashless net exercise of a warrant in exchange for Class B Common Stock effected in compliance with a preexisting Rule 10b5-1 plan adopted by the holder.

13. All of the shares underlying the warrant were fully vested and exercisable as of the date of the reported transaction.

14. 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.

15. This warrant is held by Mithril. The Reporting Person may be deemed to have beneficial ownership over the securities held by Mithril. The Reporting Person disclaims beneficial ownership of the securities held by Mithril except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Justin V. Laubach, under power of attorney	06/30/2021
	** Signature of Reporting Person	Date
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.

Thiel Peter Form 4Palantir / PETER THIEL ownership change