Statement of Changes in Beneficial Ownership (4)
May 26 2023 - 07:53PM
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
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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
|
|
| 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
__X__ 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 (MM/DD/YYYY)
5/25/2023
|
|
(Street)
MOUNTAIN VIEW, CA 94041 |
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 |
|
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
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 |
5/25/2023 |
|
C |
|
112665 (1) |
A |
$9.74 |
678454 |
D |
|
|
Class A Common Stock |
5/25/2023 |
|
S(2) |
|
115752 |
D |
$20.396 (3) |
562702 (4) |
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) |
$9.74 |
5/25/2023 |
|
M |
|
|
112665 |
(5) |
3/23/2031 |
Class B Common Stock |
112665.0 |
$0 |
412335 |
D |
|
|
Class B Common Stock |
(6)(7) |
5/25/2023 |
|
M |
|
112665 |
|
(6)(7) |
(6)(7) |
Class A Common Stock |
112665.0 |
$0 |
112665 |
D |
|
|
Class B Common Stock |
(6)(7) |
5/25/2023 |
|
C |
|
|
112665 |
(6)(7) |
(6)(7) |
Class A Common Stock |
112665.0 |
$0 |
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) |
The transactions reported on
this Form 4 were effected pursuant to a Rule 10b5-1 trading plan
adopted by the reporting person on January 13, 2023. |
| (3) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $20.3960 to $21.3959,
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) |
Certain of the shares are
subject to forfeiture to the Issuer if underlying vesting
conditions are not met. |
| (5) |
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. |
| (6) |
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, |
| (7) |
(continued from footnote 6)
(iv) the date fixed by the Issuer's board of directors (the
"Board"), following the date on which 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. |
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, CA 94041 |
|
|
CPO & CTO |
|
Signatures
|
|
/s/ Keenan Conder,
Attorney-in-Fact |
|
5/26/2023 |
| **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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