SEC Form SC 13G/A filed by Palantir Technologies Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes (a) 20,733,625 shares of Class A Common Stock held by the reporting person and (b) 26,165,483 shares of Class B Common Stock held by the reporting person. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

(2) Percentage ownership based on 1,979,328,442 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2022, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2022.

(1) Includes 77,851,188 shares of Class A Common Stock held by the reporting person.

(2) Percentage ownership based on 1,979,328,442 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2022, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2022.

(1) Includes (a) 53,487 shares of Class A Common Stock held by the reporting person and (b) 2,962,961 shares of Class B Common Stock held by the reporting person. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

(2) Percentage ownership based on 1,979,328,442 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2022, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2022.

(1) Includes (a) 14,530,420 shares of Class A Common Stock held by the reporting person and (b) 3,330,804 shares of Class B Common Stock held by the reporting person. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

(2) Percentage ownership based on 1,979,328,442 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2022, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2022.

(1) Includes (a) 14,530,420 shares of Class A Common Stock held by Mithril PAL-SPV 1, LLC and (b) 3,330,804 shares of Class B Common Stock held by Mithril PAL-SPV 1, LLC. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

(2) The reporting person is the sole member of Mithril PAL-SPV 1, LLC and may be deemed to beneficially own the shares held by such limited liability company.

(3) Percentage ownership based on 1,979,328,442 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2022, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2022.

(1) Includes (a) 14,530,420 shares of Class A Common Stock held by Mithril PAL-SPV 1, LLC and (b) 3,330,804 shares of Class B Common Stock held by Mithril PAL-SPV 1, LLC. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. Each share of Class A Common Stock has one vote per share and each share of Class B Common Stock has ten votes per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

(2) The reporting person is the general partner of Mithril LP, the sole member of Mithril PAL-SPV 1, LLC, and may be deemed to beneficially own the shares held by such limited liability company.

(3) Percentage ownership based on 1,979,328,442 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2022, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2022.

(1) Includes 17,502,211 shares of Class A Common Stock held by the reporting person.

(2) Percentage ownership based on 1,979,328,442 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2022, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2022.

(1) Includes all shares of Class A Common Stock and Class B Common Stock held by STS Holdings II LLC, Rivendell 7 LLC, Rivendell 25 LLC and PLTR Holdings LLC. The reporting person is the sole beneficial owner of each of STS Holdings II LLC, Rivendell 7 LLC, Rivendell 25 LLC and PLTR Holdings LLC and may be deemed to beneficially own the shares held by such limited liability companies.

(2) Does not include 1,005,000 shares of Class F Common Stock held of record by the voting trust established pursuant to the Voting Trust Agreement entered into among Stephen Cohen, Alexander Karp, the Reporting Person and Wilmington Trust, National Association (the “Voting Trust”), with respect to which the Voting Trust has sole voting power. Shares held in the Voting Trust will be voted by the trustee of the Voting Trust based on the instructions of those of Stephen Cohen, Alexander Karp and the Reporting Person who are then party to a certain voting agreement. Each share of Class F Common Stock is convertible into one share of the Issuer’s Class B Common Stock at the option of the holder and has no expiration date. Each share of Class F Common Stock has a variable number of votes per share. The rights of the holders of Class A Common Stock and Class F Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights, and certain transfer restrictions applicable to the Class F Common Stock.

(3) Includes all shares of Class A Common Stock and Class B Common Stock held by Mithril PAL-SPV 1, LLC. The reporting person is the Chairman of the Investment Committee of Mithril GP LP, the general partner of Mithril LP, the sole member of Mithril PAL-SPV 1, LLC, and may be deemed to beneficially own the shares held by such limited liability company.

(4) Includes (i) the amounts set forth under footnote (1) above and (ii) 335,000 shares of Class F Common Stock held in the Voting Trust. The reporting person is a beneficiary of the Voting Trust and has sole dispositive power with respect to 335,000 shares of Class F Common Stock held in the Voting Trust.

(5) Includes (i) the amounts set forth under footnotes (1) and (3) above and (ii) 335,000 shares of Class F Common Stock held in the Voting Trust.

(6) Percentage ownership based on 1,979,328,442 shares of Class A Common Stock of the Issuer outstanding as of November 2, 2022, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2022.

Explanatory Note:

The Statement on Schedule 13G originally filed with the Securities and Exchange Commission on February 16, 2021, as amended and restated by Amendment No.1 thereto filed with the Securities and Exchange Commission on February 14, 2022, by the persons named therein, is hereby amended and restated by this Amendment No. 2.

Item 1(a). Name of Issuer:

Palantir Technologies Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

1200 17th Street, Floor 15

Denver, CO 80202

Item 2(a). Name of Person Filing

This Statement on Schedule 13G has been filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

Item 2(b). Address of Principal Business Office or, if none, Residence:

The address of each of Thiel Capital LLC and Mr. Thiel is c/o Thiel Capital LLC, 9200 Sunset Boulevard, Suite 1110, West Hollywood, California 90069.

The address of each of Mithril PAL-SPV 1, LLC, Mithril LP and Mithril GP LP is c/o Mithril Capital Management, LLC, 600 Congress Avenue, Suite 3100, Austin, Texas 78701.

The address of each of PT Ventures, LLC, STS Holdings II LLC, Rivendell 7 LLC, Rivendell 25 LLC, PLTR Holdings LLC and FF4 Investment LLC is 1209 Orange Street, Wilmington, Delaware 19801.

Item 2(c). Citizenship:

See Row 4 of cover page for each Reporting Person.

Item 2(d). Title of Class of Securities.

Class A common stock, par value $0.001 per share.

Item 2(e). CUSIP Number:

69608A108

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

(a)           Amount beneficially owned: 

See Row 9 of cover page for each Reporting Person.

(b)           Percent of class:

See Row 11 of cover page for each Reporting Person.

(c)           Number of shares as to which the person has:

(i)      Sole power to vote or to direct the vote:

 See Row 5 of cover page for each Reporting Person.

(ii)     Shared power to vote or to direct the vote:

 See Row 6 of cover page for each Reporting Person.

(iii)    Sole power to dispose or to direct the disposition of:

 See Row 7 of cover page for each Reporting Person.

(iv)    Shared power to dispose or to direct the disposition of:

 See Row 8 of cover page for each Reporting Person.

Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each expressly disclaims membership in a group.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.