Sec Form 13D Filing - Third Point LLC filing for SentinelOne Inc. (S) - 2023-01-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

SentinelOne, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

81730H109

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 26, 2023

(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.

 

 

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

 

(1) Consists of 153,706 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of SentinelOne, Inc. (the “Issuer”) and 9,999,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B common stock is entitled to 20 votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

(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) 218,930,632 shares of Class A Common Stock estimated by the Reporting Persons to be outstanding as of January 30, 2023, which figure is comprised of the sum of (x) 214,930,632 shares of Class A Common Stock outstanding as of December 2, 2022, as reported in the Issuer’s quarterly report for the quarterly period ended October 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2022 (the “10-Q”), and (y) 4,000,000 shares of Class B Common Stock which were converted by the Reporting Persons into shares of Class A Common Stock on January 24, 2023, and (ii) the 9,999,000 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. 9 to the Schedule 13D. If all outstanding shares of Class B Common Stock (as reported in the 10-Q, minus the 4,000,000 shares of Class B Common Stock which were converted by the Reporting Persons into shares of Class A Common Stock on January 24, 2023) were deemed converted into Class A Common Stock, the Reporting Persons would be deemed to beneficially own 3.59% of the shares of Class A Common Stock deemed outstanding.

(3) The percentage ownership of the Reporting Person reported in this Amendment No. 9 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. 9 to the Schedule 13D, as described in footnote 2 above.

SCHEDULE 13D

CUSIP No. 81730H109

Page 2 of 9

 

(1) Consists of 153,706 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of SentinelOne, Inc. (the “Issuer”) and 9,999,000 shares of C lass B common stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share. Each share of Class B common stock is entitled to 20 votes per share and is convertible into one share of Class A Common Stock, including at the option of the holder thereof.

(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) 218,930,632 shares of Class A Common Stock estimated by the Reporting Persons to be outstanding as of January 30, 2023, which figure is comprised of the sum of (x) 214,930,632 shares of Class A Common Stock outstanding as of December 2, 2022, as reported in the Issuer’s quarterly report for the quarterly period ended October 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2022 (the “10-Q”), and (y) 4,000,000 shares of Class B Common Stock which were converted by the Reporting Persons into shares of Class A Common Stock on January 24, 2023, and (ii) the 9,999,000 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. 9 to the Schedule 13D. If all outstanding shares of Class B Common Stock (as reported in the 10-Q, minus the 4,000,000 shares of Class B Common Stock which were converted by the Reporting Persons into shares of Class A Common Stock on January 24, 2023) were deemed converted into Class A Common Stock, the Reporting Persons would be deemed to beneficially own 3.59% of the shares of Class A Common Stock deemed outstanding.

(3) The percentage ownership of the Reporting Person reported in this Amendment No. 9 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. 9 to the Schedule 13D, as described in footnote 2 above.

This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) 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, Amendment No. 5 thereto filed on June 16, 2022, Amendment No. 6 thereto filed on June 21, 2022, Amendment No. 7 thereto filed on September 2, 2022, Amendment No. 8 thereto filed on November 7, 2022 and this Amendment No. 9, the “Schedule 13D”). This Amendment No. 9 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 October 31, 2022, as filed with the SEC on December 6, 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.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to reflect the following:

On November 9, 2022, 1,000,000 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 November 9, 2022, the Funds sold 400,000 shares of Class A Common Stock in open market transactions at a weighted average price per share of $15.8454.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $15.54 to $16.27, inclusive.

On November 10, 2022, the Funds sold 250,000 shares of Class A Common Stock in open market transactions at a weighted average price per share of $17.5258.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $16.96 to $17.89, inclusive.

On November 15, 2022, the Funds purchased 650,000 shares of Class A Common Stock in open market transactions at a weighted average price per share of $19.4492.  The shares of Class A Common Stock were purchased in multiple transactions at prices ranging from $19.05 to $19.59, inclusive.  The Funds expended their own investment capital to purchase such shares of Class A Common Stock.

On November 30, 2022, the Funds purchased 300,000 shares of Class A Common Stock in open market transactions at a weighted average price per share of $14.1287.  The shares of Class A Common Stock were purchased in multiple transactions at prices ranging from $13.95 to $14.49, inclusive.  The Funds expended their own investment capital to purchase such shares of Class A Common Stock.

On December 5, 2022, the Funds sold 300,000 shares of Class A Common Stock in open market transactions at a weighted average price per share of $14.5772.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $14.09 to $14.89, inclusive.

On December 6, 2022, the Funds sold 200,000 shares of Class A Common Stock in open market transactions at a weighted average price per share of $14.0243.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $13.76 to $14.39, inclusive.

On December 23, 2022, the Funds sold 100,000 shares of Class A Common Stock in open market transactions at a weighted average price per share of $13.0685.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $12.88 to $13.23, inclusive.

On January 12, 2023, the Funds sold 455,000 shares of Class A Common Stock in open market transactions at a weighted average price per share of $13.4908.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $13.13 to $13.65, inclusive.

On January 24, 2023, 4,000,000 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 January 24, 2023, the Funds sold 503,822 shares of Class A Common Stock in open market transactions at a weighted average price per share of $14.7690.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $14.53 to $15.32, inclusive.

On January 25, 2023, the Funds sold 808,908 shares of Class A Common Stock in open market transactions at a weighted average price per share of $14.1176.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $13.75 to $14.43, inclusive.

On January 26, 2023, the Funds sold 640,010 shares of Class A Common Stock in open market transactions at a weighted average price per share of $14.4402.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $14.12 to $15.07, inclusive.

On January 27, 2023, the Funds sold 850,000 shares of Class A Common Stock in open market transactions at a weighted average price per share of $14.9015.  The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $14.38 to $15.22, 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. 9 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. 9, the Reporting Persons beneficially own an aggregate of 153,706 shares of Class A Common Stock of the Issuer and 9,999,000 shares of Class B Common Stock of the Issuer held by the Funds (such shares, the “Shares”). The Shares represent approximately 4.43% of the Issuer’s Class A Common Stock outstanding. Calculations of the percentage of Class A Common Stock beneficially owned assumes 228,929,632 shares of Class A Common Stock estimated by the Reporting Persons to be outstanding as of the close of business on January 30, 2023, which figure is comprised of the sum of (i) the 214,930,632 shares of Class A Common Stock outstanding as of December 2, 2022, as reported in the 10-Q, plus the 4,000,000 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 January 24, 2023, as described in Item 3 of this Amendment No. 9, 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 4,000,000 shares of Class B Common Stock which were converted into shares of Class A Common Stock on January 24, 2023) were deemed converted into Class A Common Stock, the Reporting Persons would be deemed to beneficially own approximately 3.59% 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) On January 27, 2023, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Class A Common Stock.

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. 9 is incorporated by reference herein, as applicable.

Item 7. Material to Be Filed as Exhibits.

1.	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.

2.

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.

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: January 30, 2023