Sec Form 4 Filing - THIEL PETER @ Palantir Technologies Inc. - 2023-11-14

Insider filing report for Changes in Beneficial Ownership
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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
THIEL PETER
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PALANTIR TECHNOLOGIES INC., 1200 17TH STREET, FLOOR 15
3. Date of Earliest Transaction (MM/DD/YY)
11/14/2023
(Street)
DENVER, CO80202
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
Class A Common Stock 11/14/2023 C( 1 ) 3,330,804 A $ 0 ( 2 ) 0 ( 3 ) I See Footnote ( 4 )
Class A Common Stock 20,823,993 ( 3 ) I See Footnote ( 5 )
Class A Common Stock 77,851,188 ( 6 ) I See Footnote ( 7 )
Class A Common Stock 53,487 ( 6 ) I See Footnote ( 8 )
Class A Common Stock 20,733,625 ( 3 ) ( 6 ) I See Footnote ( 9 )
Class A Common Stock 0 ( 3 ) ( 6 ) D
Class A Common Stock 0 ( 3 ) ( 6 ) I See Footnote ( 10 )
Class A Common Stock 0 ( 3 ) ( 6 ) I See Footnote ( 11 )
Class A Common Stock 0 ( 3 ) ( 6 ) I See Footnote ( 12 )
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
Class B Common Stock ( 2 ) ( 2 ) 11/14/2023 C( 1 ) 3,330,804 ( 2 ) ( 2 ) Class A Common Stock 3,330,804 $ 0 0 I See Footnote ( 4 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 2,962,961 2,962,961 ( 6 ) I See Footnote ( 8 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 26,165,483 26,165,483 ( 3 ) ( 6 ) I See Footnote ( 9 )
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 0 0 ( 3 ) ( 6 ) D
Class B Common Stock ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 0 0 ( 3 ) ( 6 ) I See Footnote ( 11 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THIEL PETER
C/O PALANTIR TECHNOLOGIES INC.
1200 17TH STREET, FLOOR 15
DENVER, CO80202
X
Signatures
/s/ Justin V. Laubach, under power of attorney 11/16/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction represents the conversion of Class B Common Stock into Class A Common Stock effected in compliance with a preexisting Rule 10b5-1 plan adopted by the holder on August 15, 2023.
( 2 )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.
( 3 )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.
( 4 )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. The Reporting Person has no pecuniary interest in any securities of the Issuer held by Mithril GP LP.
( 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 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.
( 7 )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.
( 8 )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.
( 9 )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.
( 10 )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.
( 11 )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.
( 12 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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