Tenable Holdings Inc.

11/20/2024 | Press release | Distributed by Public on 11/20/2024 17:33

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Yoran Amit
2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [TENB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO and Chairman
(Last) (First) (Middle)
C/O TENABLE HOLDINGS, INC., 6100 MERRIWEATHER DRIVE 		3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024
(Street)
COLUMBIA, MD 21044 		4. If Amendment, Date 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
(City) (State) (Zip)
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
Common Stock 11/18/2024 M 10,690 A $ 0 49,999 D
Common Stock 11/19/2024 S(1) 4,828 D $40.72 45,171 D
Common Stock 240,947(2) I By Trust(3)
Common Stock 5,000(2) I By LLC(4)
Common Stock 318,043 I By Grantor Retained Annuity Trust(5)
Common Stock 157,331 I By Grantor Retained Annuity Trust(6)
Common Stock 367,384 I By Grantor Retained Annuity Trust(7)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Restricted Stock Units (8) 11/18/2024 M 10,690 (9) (9) Common Stock 10,690 $ 0 10,690 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yoran Amit
C/O TENABLE HOLDINGS, INC.
6100 MERRIWEATHER DRIVE
COLUMBIA, MD 21044 		X President, CEO and Chairman

Signatures

/s/ David Bartholomew, Attorney-in-Fact 11/20/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
(2) On September 9, 2024, the Amit Yoran 2020 Family Trust (the "Trust") contributed 5,000 shares to Rebel Real Estate LLC, which is 100% owned by the Trust.
(3) The Trustees of the Amit Yoran 2020 Family Trust are Dov Yoran and David Redling.
(4) Rebel Real Estate LLC is owned by the Amit Yoran 2020 Family Trust.
(5) The Trustee of the Amit Yoran GRAT A is Amit Yoran.
(6) The Trustee of the Amit Yoran GRAT B is Amit Yoran.
(7) The Trustee of the Amit Yoran GRAT C is Amit Yoran.
(8) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
(9) 25% of the shares underlying the RSUs vested on February 17, 2022, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.