SentinelOne Inc.
12/13/2024 | Press release | Distributed by Public on 12/13/2024 18:12
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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.
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(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 | ||||||||
| Employee Stock Option (right to buy) | $9.74 | 12/11/2024 | M | 60,864 | (7) | 03/23/2031 | Class B Common Stock | 60,864 | $ 0 | 4,269,282 | D | ||||
| Class B Common Stock | (8)(9) | 12/11/2024 | M | 60,864 | (8)(9) | (8)(9) | Class A Common Stock | 60,864 | $ 0 | 4,506,017 | D | ||||
| Class B Common Stock | (8)(9) | 12/11/2024 | C | 60,864 | (8)(9) | (8)(9) | Class A Common Stock | 60,864 | $ 0 | 4,445,153 | D | ||||
| Employee Stock Option (right to buy) | $9.74 | 12/12/2024 | M | 60,864 | (7) | 03/23/2031 | Class B Common Stock | 60,864 | $ 0 | 4,208,418 | D | ||||
| Class B Common Stock | (8)(9) | 12/12/2024 | M | 60,864 | (8)(9) | (8)(9) | Class A Common Stock | 60,864 | $ 0 | 4,506,017 | D | ||||
| Class B Common Stock | (8)(9) | 12/12/2024 | C | 60,864 | (8)(9) | (8)(9) | Class A Common Stock | 60,864 | $ 0 | 4,445,153 | D | ||||
| Employee Stock Option (right to buy) | $9.74 | 12/13/2024 | M | 60,864 | (7) | 03/23/2031 | Class B Common Stock | 60,864 | $ 0 | 4,147,554 | D | ||||
| Class B Common Stock | (8)(9) | 12/13/2024 | M | 60,864 | (8)(9) | (8)(9) | Class A Common Stock | 60,864 | $ 0 | 4,506,017 | D | ||||
| Class B Common Stock | (8)(9) | 12/13/2024 | C | 60,864 | (8)(9) | (8)(9) | Class A Common Stock | 60,864 | $ 0 | 4,445,153 | D | ||||
| Class B Common Stock | (8)(9) | (8)(9) | (8)(9) | Class A Common Stock | 423,629 | 423,629 | I | By Trust(10) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Weingarten Tomer C/O SENTINELONE, INC. 444 CASTRO STREET, SUITE 400 MOUNTAIN VIEW, CA 94041 |
X | President, CEO |
Signatures
| /s/ Keenan Conder, Attorney-in-Fact | 12/13/2024 |
| **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) | Represents the number of shares that were acquired upon conversion of Class B common stock to Class A common stock. |
| (2) | The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 11, 2024. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.05 to $23.82, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
| (4) | Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.355 to $24.035, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.42 to $24.015, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
| (7) | The stock option vests and becomes exercisable in 60 equal monthly installments beginning on April 24, 2021, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
| (8) | Each share of Class B common stock is convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers and upon the earliest of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) seven years from the effective date of the Issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) held by the reporting person, including certain entities that the reporting person controls, is less than 25% of the number of shares of Class B common stock (including shares of Class B common stock subject to outstanding stock options) that the reporting person originally held as of the date of the IPO, |
| (9) | (continued from footnote 8) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the date the reporting person is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which the reporting person is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the reporting person's death or disability, as those terms are defined in the Issuer's restated certificate of incorporation. |
| (10) | The securities reported in this row are held by an irrevocable trust over whose trustee the reporting person may exercise remove and replace powers. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any. |