Form Type: 4

SEC EDGAR Link
Accession Number:0001586637-22-000005
Date:2022-03-24
Issuer: SENTINELONE, INC. (S)
Original Submission Date:

Reporting Person:

BERNHARDT DAVID J.
C/O SENTINELONE, INC.
444 CASTRO STREET, SUITE 400 MOUNTAIN VIEW, CA 94041

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2022-03-24 M 3,850 a $0.00 110,682 direct
CLASS A COMMON STOCK 2022-03-24 S 1,200 d $41.10 109,482 direct
CLASS A COMMON STOCK 2022-03-24 S 2,550 d $42.13 106,932 direct
CLASS A COMMON STOCK 2022-03-24 S 100 d $42.67 106,832 direct
CLASS A COMMON STOCK 2022-03-25 M 3,850 a $0.00 110,682 direct
CLASS A COMMON STOCK 2022-03-25 S 1,620 d $39.86 109,062 direct
CLASS A COMMON STOCK 2022-03-25 S 2,130 d $40.62 106,932 direct
CLASS A COMMON STOCK 2022-03-25 S 100 d $41.75 106,832 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT TO BUY) 3.02 2022-03-24 deemed execution date M 3,850 (d) 2030-10-01 class b common stock 3,850 $3.02 1,980,736 direct
CLASS B COMMON STOCK 0.0 2022-03-24 deemed execution date M 3,850 (a) class a common stock 3,850 $0.00 3,850 direct
CLASS B COMMON STOCK 0.0 2022-03-24 deemed execution date C 3,850 (d) class a common stock 3,850 $0.00 0 direct
STOCK OPTION (RIGHT TO BUY) 3.02 2022-03-25 deemed execution date M 3,850 (d) 2030-10-01 class b common stock 3,850 $3.02 1,976,886 direct
CLASS B COMMON STOCK 0.0 2022-03-25 deemed execution date M 3,850 (a) class a common stock 3,850 $0.00 3,850 direct
CLASS B COMMON STOCK 0.0 2022-03-25 deemed execution date C 3,850 (d) class a common stock 3,850 $0.00 0 direct
Footnotes
IDfootnote
f1 represents the number of shares that were acquired upon conversion of class b common stock to class a common stock.
f2 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.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $40.54 to $41.51, 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.
f4 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $41.63 to $42.47, 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.
f5 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $42.66 to $42.68, 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.
f6 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $39.23 to $40.22, 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.
f7 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $40.23 to $41.16, 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.
f8 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.
f9 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,
f10 (continued from footnote 9) (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.

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