| 1. Name
and Address of Reporting Person * Bernhardt David
J. |
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
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Financial Officer |
|
(Last)
(First)
(Middle)
C/O SENTINELONE, INC., 444 CASTRO STREET, SUITE
400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/16/2021
|
|
(Street)
MOUNTAIN VIEW, CA 94041
(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 |
| Explanation of
Responses: |
| (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 July 15, 2021. |
| (3) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $46.73 to $47.70, 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 ranges set
forth herein. |
| (4) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $47.76 to $48.41, 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 ranges set
forth herein. |
| (5) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $48.91 to $49.42, 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 ranges 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 $44.47 to $45.215, 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 ranges set
forth herein. |
| (7) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $45.75 to $46.72, 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 ranges set
forth herein. |
| (8) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $46.85 to $47.84, 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 ranges set
forth herein. |
| (9) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $47.93 to $48.25, 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 ranges set
forth herein. |
| (10) |
25% of the award vested on
September 8, 2021, 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. |
| (11) |
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 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, |
| (12) |
(continued from footnote 11)
(iv) the date fixed by the Issuer's board of directors (the
"Board"), following the first date following the completion of this
offering when 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 death or disability,
as defined in the Issuer's restated certificate of incorporation,
of the reporting person. |