03/25/2026 | Press release | Distributed by Public on 03/25/2026 18:55
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Conder Keenan Michael C/O SENTINELONE, INC. 444 CASTRO STREET, SUITE 400 MOUNTAIN VIEW, CA 94041 |
Chief Legal Officer & Sec'y | |||
| /s/ Felicia Yen, Attorney-in-Fact | 03/25/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported transaction represents the certification of achievement of the second tranche of a performance-based restricted stock unit award granted to the reporting person by the Issuer's compensation committee on March 15, 2024 (the "2024 PRSU Award"). |
| (2) | Vesting of each respective tranche of each PRSU Award (defined below) is based on the achievement of pre-determined corporate performance milestones for such PRSU Award and is subject to the reporting person's continued service through the certification date of achievement of the relevant tranche. |
| (3) | On March 23, 2026 (the "Certification Date"), the Issuer's compensation committee certified achievement of the tranches of the PRSU Awards reported herein, resulting in one-fourth of each award becoming earned at 90.2% of the respective target amounts granted. The performance restricted stock units comprising the tranches so earned are fully vested and may be settled for shares of the Issuer's Class A common stock on the Certification Date. |
| (4) | Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met. |
| (5) | The reported transaction represents the certification of achievement of the first of four tranches of a performance-based restricted stock unit award granted to the reporting person by the Issuer's compensation committee on April 14, 2025 (the "2025 PRSU Award" and, together with the 2024 PRSU Award, the "PRSU Awards"). |
| (6) | The sale reported on this Form 4 represents an Issuer mandated sale by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of performance-based Restricted Stock Units, and it does not represent a discretionary trade by the Reporting Person. Pursuant to the Issuer's equity incentive plan, an award recipient's tax withholding obligations must be funded by a "sell to cover" transaction. |