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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Cohen Stephen Andrew 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
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)
C/O PALANTIR TECHNOLOGIES INC., 1200 17TH STREET, FLOOR 15
3. Date of Earliest Transaction (MM/DD/YYYY)
11/21/2022
(Street)
DENVER, CO 80202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  11/21/2022    C(1)    139580  A  (2) 140172  D   
Class A Common Stock  11/21/2022    S(1)    139580  D $7.1705 (3) 592  D   
Class A Common Stock  11/22/2022    C(1)    139580  A  (2) 140172  D   
Class A Common Stock  11/22/2022    S(1)    139580  D $7.1767 (4) 592  D   
Class A Common Stock  11/23/2022    C(1)    79761  A  (2) 80353  D   
Class A Common Stock  11/23/2022    S(1)    79761  D $7.2463 (5) 592  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 11/21/2022    C (1)       139580    (2)  (2) Class A Common Stock  139580.0  $0  12135383  D   
Class B Common Stock (2)  (2) 11/22/2022    C (1)       139580    (2)  (2) Class A Common Stock  139580.0  $0  11995803  D   
Class B Common Stock (2)  (2) 11/23/2022    C (1)       79761    (2)  (2) Class A Common Stock  79761.0  $0  11916042  D   

Explanation of Responses:
(1)  This transaction is part of a related series of transactions. The Reporting Person acquired rights to 675,000 shares of Class B Common Stock upon incremental vesting of previously granted restricted stock units ("RSUs") on November 20, 2022, converted 139,580 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 21, 2022, converted 139,580 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 22, 2022 and then converted 79,761 shares of the Class B Common Stock to Class A Common Stock and immediately sold the resulting shares of Class A Common Stock on November 23, 2022. All sales were automatic sales of shares to cover required tax withholding obligations in connection with the vesting event on November 20, 2022 and were conducted in compliance with the Reporting Person's preexisting Rule 10b5-1 trading plan.
(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)  This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.10 to $7.30. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(4)  This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.05 to $7.24. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.
(5)  This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $7.12 to $7.35. The price reported above reflects the weighted average sale price of trades occurring within that price range. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

Remarks:
Officer title: President and Secretary

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cohen Stephen Andrew
C/O PALANTIR TECHNOLOGIES INC.
1200 17TH STREET, FLOOR 15
DENVER, CO 80202
X
See Remarks

Signatures
/s/ Justin V. Laubach, under power of attorney 11/23/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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