Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SentinelOne, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
81730H109
(CUSIP Number)
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Joshua L. Targoff
Third Point LLC
55 Hudson Yards
New York, NY 10001
(212) 715-3880
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 13, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 81730H109
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
Third Point LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
22,328,846 (1)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
22,328,846 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,328,846 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% (1)(2)(3)
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock
beneficially owned by the Reporting Persons as set forth in Row 11 by (b) the sum of (i) 199,713,454 shares of Class A Common Stock estimated by the Reporting Persons to be outstanding as of the close of business on June 15, 2022, which figure is
comprised of the sum of (x) 199,213,454 shares of Class A Common Stock outstanding as of May 27, 2022, as reported in the Issuer’s quarterly report for the quarterly period ended April 30, 2022, as filed with the Securities and Exchange Commission
(the “SEC”) on June 1, 2022 (the “10-Q”), and (y) 500,000 shares of Class B Common Stock which were converted by the Reporting Persons into shares of Class A Common Stock on June 15, 2022, and (ii) the 21,018,907 shares of Class B
Common Stock beneficially owned by the Reporting Persons that are convertible into Class A Common Stock. The number of shares of Class B Common Stock beneficially owned by the Reporting Persons as set forth in clauses “(a)” and “(b)” of this
footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Amendment No. 5 to the Schedule 13D. If all outstanding shares of Class B Common
Stock (as reported in the 10-Q, minus the 500,000 shares of Class B Common Stock which were converted into shares of Class A Common Stock on June 15, 2022) were deemed converted into Class A Common Stock, the Reporting Persons would be deemed to
beneficially own 8.004% of the shares of Class A Common Stock deemed outstanding.
(3) The percentage ownership of the Reporting Person reported in this Amendment No. 5 to the Schedule 13D does not give effect to the 20
votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Amendment No. 5 to the Schedule 13D, as described in footnote 2 above.
SCHEDULE 13D
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CUSIP No. 81730H109
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Page 4 of 8
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1
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NAMES OF REPORTING PERSONS
Daniel S. Loeb
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
22,328,846 (1)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
22,328,846 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,328,846 (1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% (1)(2)(3)
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock
beneficially owned by the Reporting Persons as set forth in Row 11 by (b) the sum of (i) 199,713,454 shares of Class A Common Stock estimated by the Reporting Persons to be outstanding as of the close of business on June 15, 2022, which figure is
comprised of the sum of (x) 199,213,454 shares of Class A Common Stock outstanding as of May 27, 2022, as reported in the Issuer’s quarterly report for the quarterly period ended April 30, 2022, as filed with the Securities and Exchange Commission
(the “SEC”) on June 1, 2022 (the “10-Q”), and (y) 500,000 shares of Class B Common Stock which were converted by the Reporting Persons into shares of Class A Common Stock on June 15, 2022, and (ii) the 21,018,907 shares of Class B
Common Stock beneficially owned by the Reporting Persons that are convertible into Class A Common Stock. The number of shares of Class B Common Stock beneficially owned by the Reporting Persons as set forth in clauses “(a)” and “(b)” of this
footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Persons for the purpose of this Amendment No. 5 to the Schedule 13D. If all outstanding shares of Class B Common
Stock (as reported in the 10-Q, minus the 500,000 shares of Class B Common Stock which were converted into shares of Class A Common Stock on June 15, 2022) were deemed converted into Class A Common Stock, the Reporting Persons would be deemed to
beneficially own 8.004% of the shares of Class A Common Stock deemed outstanding.
(3) The percentage ownership of the Reporting Person reported in this Amendment No. 5 to the Schedule 13D does not give effect to the 20
votes per share of Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this Amendment No. 5 to the Schedule 13D, as described in footnote 2 above.
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) is being filed with respect to the Class A Common Stock of the Issuer to amend the Schedule 13D filed with
the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2021 (as amended by Amendment No. 1 thereto filed on September 23, 2021, Amendment No. 2 thereto filed on December 14, 2021, Amendment No. 3 thereto filed on March 21, 2022,
Amendment No. 4 thereto filed on April 11, 2022, and this Amendment No. 5, the “Schedule 13D”). This Amendment No. 5 is being filed to reflect changes in the number of issued and outstanding shares of the Issuer’s Class A Common Stock and
the number of issued and outstanding shares of the Issuer’s Class B Common Stock, in each case, as reported in the Issuer’s quarterly report for the quarterly period ended April 30, 2022, as filed with the SEC on June 1, 2022 (the “10-Q”),
and changes in the number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Persons. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D.
This Amendment No. 5 is being filed by Third Point LLC, a Delaware limited liability company (the “Management Company”), and Daniel S. Loeb (“Mr. Loeb” and,
together with the Management Company, the “Reporting Persons”). The principal business of the Management Company is to serve as investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts,
collectively, the “Funds”, including Third Point Ventures, LLC (“TPV”)), and to control the investing and trading in securities of the Funds. The principal occupation of Mr. Loeb is serving as Chief Executive Officer of the
Management Company.
This Amendment No. 5 is being filed to amend Item 3, Item 5 and Item 6 of the Schedule 13D as follows:
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to reflect the following:
On June 13, 2022, the Funds sold 963,651 and 36,349 shares of Class A Common Stock in open market transactions at a weighted average price per share of $20.6421 and $21.2702,
respectively. The 963,651 shares of Class A Common Stock were sold in multiple transactions at prices ranging from $20.05 to $21.04, inclusive. The 36,349 shares of Class A Common Stock were sold in multiple transactions at prices ranging from
$21.05 to $21.79, inclusive.
On June 14, 2022, the Funds sold 327,677 shares of Class A Common Stock in open market transactions at a weighted average price per share of $21.9091. The shares of Class A
Common Stock were sold in multiple transactions at prices ranging from $21.58 to $22.23, inclusive.
On June 15, 2022, 500,000 shares of Class B Common Stock held by the Funds were converted into an equal number of shares of Class A Common Stock.
Also on June 15, 2022, the Funds sold 639,857 and 511,102 shares of Class A Common Stock in open market transactions at a weighted average price per share of $22.0526 and $22.6025, respectively.
The 639,857 shares of Class A Common Stock were sold in multiple transactions at prices ranging from $21.35 to $22.34, inclusive. The 511,102 shares of Class A Common Stock were sold in multiple transactions at prices ranging from $22.35 to
$23.01, inclusive.
The Reporting Persons undertake to provide upon request by the staff of the SEC the full information regarding the number of Shares purchased or sold at each separate price.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 3 of this Amendment No. 5 is incorporated by reference herein, as applicable. Item 5 of the Schedule 13D is hereby amended to reflect the
following:
(a) As of the date of this Amendment No. 5, the Reporting Persons beneficially own an aggregate of 1,309,939 shares of Class A Common Stock of the Issuer and 21,018,907 shares of Class B Common Stock of the Issuer held by the Funds (such
shares, the “Shares”). The Shares represent approximately 10.116% of the Issuer’s Class A Common Stock outstanding. Calculations of the percentage of Class A Common Stock beneficially owned assumes 199,713,454 shares of Class A Common
Stock estimated by the Reporting Persons to be outstanding as of the close of business on June 15, 2022, which figure is comprised of the sum of (i) the 199,213,454 shares of Class A Common Stock outstanding as of May 27, 2022, as reported in the
10-Q, plus the 500,000 additional shares of Class A Common Stock outstanding following the conversion by the Funds of an equal number of shares of Class B Common Stock on June 15, 2022, as described in Item 3 of this Amendment No. 5, and (ii) the
Class B Common Stock beneficially owned by the Reporting Persons. If all outstanding shares of Class B Common Stock (as reported in the 10-Q, minus the 500,000 shares of Class B Common Stock which were converted into shares of Class A Common
Stock on June 15, 2022) were deemed converted into Class A Common Stock, the Reporting Persons would be deemed to beneficially own approximately 8.004% of the shares of Class A Common Stock deemed outstanding.
(b) Each of the Reporting Persons shares voting and dispositive power over the Shares held directly by the Funds.
(c) Other than as reported in Item 3 of this Schedule 13D, none of the Reporting Persons has effected any transaction in the past 60 days in the Issuer’s Class A Common Stock.
(d) Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends
from or proceeds from the sale, of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to add the following:
The information contained in Items 3 and 5 of this Amendment No. 3 is incorporated by reference herein, as applicable.
Item 7. Material to Be Filed as Exhibits.
Exhibit Number
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1.
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Joint Filing Agreement by and among the Reporting Persons, dated July 12, 2021, was previously filed with the SEC on July 12, 2021 as Exhibit 1 to the Schedule 13D and is incorporated
herein by reference.
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2.
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Power of Attorney granted by Daniel S. Loeb in favor of William Song and Joshua L. Targoff, dated February 17, 2021, was previously filed with the SEC on March 4, 2021 as Exhibit 24 to
the Form 4 filed by Third Point LLC and Daniel S. Loeb with respect to Radius Global Infrastructure Inc. and is incorporated herein by reference.
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SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 15, 2022
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THIRD POINT LLC
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By:
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/s/ William Song
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Name:
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William Song
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Title:
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Attorney-in-Fact
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DANIEL S. LOEB
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By:
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/s/ William Song
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Name:
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William Song
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Title:
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Attorney-in-Fact
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