Stephen Andrew Cohen Form 4 Palantir / Stephen Andrew Cohen 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

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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^*

Cohen Stephen Andrew

(Last) (First) (Middle)

C/O PALANTIR TECHNOLOGIES INC.

1555 BLAKE STREET, SUITE 250

(Street)

DENVER CO 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	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2021

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/18/2021		C(1)		2,000,000	A	$0.00	2,203,647	D
Class A Common Stock	02/18/2021		S(1)		924,378	D	$25.0689(2)	1,279,269	D
Class A Common Stock	02/18/2021		S(1)		225,622	D	$25.9277(3)	1,053,647	D
Class A Common Stock	02/19/2021		S(1)		300,000	D	$27.7067(4)	753,647	D
Class A Common Stock	02/19/2021		S(1)		250,000	D	$29.04(5)	503,647	D
Class A Common Stock	02/22/2021		S(1)		300,000	D	$30.03(6)	203,647	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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to buy)	$1.1	02/18/2021		M(1)			749,091	(7)	07/27/2021	Class B Common Stock(8)	749,091	$0.00	90,909	D
Class B Common Stock(8)	$1.1	02/18/2021		M(1)		749,091		(8)	(8)	Class A Common Stock	749,091	$0.00	12,783,114	D
Class B Common Stock(8)	(8)	02/18/2021		C(1)			2,000,000	(8)	(8)	Class A Common Stock	2,000,000	$0.00	10,783,114	D

Explanation of Responses:

1. This transaction is part of a related series of transactions undertaken pursuant to a preexisting Rule 10b5-1 trading plan. On February 18, 2021, the Reporting Person exercised 749,091 vested Class B Common Stock options, converted the resulting shares of Class B Common Stock, along with 1,250,909 additional shares of Class B Common Stock, to Class A Common Stock, and immediately sold 1,150,000 shares of Class A Common Stock in the open market. On February 19, 2021, the Reporting Person sold an additional 550,000 shares of Class A Common Stock in the open market. On February 22, 2021, the Reporting Person sold an additional 300,000 shares of Class A Common Stock in the open market.

2. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $24.52 to $25.51. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (3) for sales executed in other price ranges on the date indicated. 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.

3. This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $25.52 to $26.31. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (2) for sales executed in other price ranges on the date indicated. 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 $27.08 to 28.02. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (5) for sales executed in other price ranges on the date indicated. 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 $29.04 to $29.045. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnote (4) for sales executed in other price ranges on the date indicated. 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.

6. This transaction represents a sale of shares in the open market made at a price of $30.03 per share.

7. The options exercised in this transaction were fully vested and exercisable as of the transaction date.

8. 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: President and Secretary

	/s/ Justin V. Laubach, under power of attorney	02/22/2021
	** Signature of Reporting Person	Date
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