Statement of Changes in Beneficial Ownership (4)
January 12 2022 - 05:18PM
Edgar (US Regulatory)
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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|
| 1. Name
and Address of Reporting Person * Warner Nicholas |
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 Operating Officer |
|
(Last)
(First)
(Middle)
C/O SENTINELONE, INC., 444 CASTRO STREET, SUITE
400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/10/2022
|
|
(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 |
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 |
1/10/2022 |
|
C |
|
62166 (1) |
A |
$0.6467 |
63342 (2) |
D |
|
|
Class A Common Stock |
1/10/2022 |
|
S(3) |
|
19185 |
D |
$41.0386 (4) |
44157 (2) |
D |
|
|
Class A Common Stock |
1/10/2022 |
|
S(3) |
|
10140 |
D |
$42.3958 (5) |
34017 (2) |
D |
|
|
Class A Common Stock |
1/10/2022 |
|
S(3) |
|
5357 |
D |
$43.1023 (6) |
286610 (2) |
D |
|
|
Class A Common Stock |
1/10/2022 |
|
S(3) |
|
3400 |
D |
$44.3066 (7) |
25260 (2) |
D |
|
|
Class A Common Stock |
1/10/2022 |
|
S(3) |
|
20459 |
D |
$45.2124 (8) |
4801 (2) |
D |
|
|
Class A Common Stock |
1/10/2022 |
|
S(3) |
|
3625 |
D |
$45.9381 (9) |
1176 (2) |
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 |
|
Stock Option (Right to Buy) |
$0.6467 |
1/10/2022 |
|
M |
|
|
62166 |
(10) |
8/1/2027 |
Class B Common Stock |
62166 |
$0.00 |
797211 |
D |
|
|
Class B Common Stock |
(11)(12) |
1/10/2022 |
|
M |
|
62166 |
|
(11)(12) |
(11)(12) |
Class A Common Stock |
62166 |
$0.00 |
62166 |
D |
|
|
Class B Common Stock |
(11)(12) |
1/10/2022 |
|
C |
|
|
62166 |
(11)(12) |
(11)(12) |
Class A Common Stock |
62166 |
$0.00 |
0 |
D |
|
| 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) |
Includes 1,176 shares
acquired under the Employee Stock Purchase Plan on January 5,
2022. |
| (3) |
The transactions reported on
this Form 4 were effected pursuant to a Rule 10b5-1 trading plan
adopted by the reporting person on July 14, 2021. |
| (4) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $40.74 to $41.72, 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. |
| (5) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $41.76 to $42.75, 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 $42.76 to $43.75, 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 $43.76 to $44.74, 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 $44.79 to $45.78, 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 $45.79 to $46.00, 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) |
The stock option is fully
vested. |
| (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 Tomer Weingarten, including certain entities
that Mr. Weingarten 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 Mr. Weingarten
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 Mr. Weingarten 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 Mr. Weingarten 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 Mr.
Weingarten. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Warner Nicholas
C/O SENTINELONE, INC.
444 CASTRO STREET, SUITE 400
MOUNTAIN VIEW, CA 94041 |
|
|
Chief Operating Officer |
|
Signatures
|
|
/s/ David Bernhardt,
Attorney-in-Fact |
|
1/12/2022 |
| **Signature of Reporting
Person |
Date |
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