SentinelOne Inc.

26/07/2024 | Press release | Distributed by Public on 26/07/2024 20:05

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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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1. Name and Address of Reporting Person *
Smith Ric
2. Issuer Name and Ticker or Trading Symbol
SentinelOne, Inc. [S] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
CPO & CTO /
(Last) (First) (Middle)
C/O SENTINELONE, INC. , 444 CASTRO STREET, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
MOUNTAIN VIEW CA 94041
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Ric
C/O SENTINELONE, INC.
444 CASTRO STREET, SUITE 400
MOUNTAIN VIEW, CA94041

CPO & CTO

Signatures

/s/ Keenan Conder, Attorney-in-Fact 2024-07-26
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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) This transaction represents a sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 5, 2024.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.04 to $24.03 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 $24.04 to $24.20 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) 25% of the award vests on February 24, 2022, and the remaining 75% of the award vests in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date.
(7) 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 earlier 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 Tomer Weingarten (the "Founder"), including, without limitation, any indirect holdings, 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) held as of the date of the IPO,
(8) (continued from footnote 7) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the date on which the Founder 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 Founder is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the Founder's death or disability, as those terms are defined in the Issuer's restated certificate of incorporation.
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.