SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Johnson Ashley F.

(Last)

(First)

(Middle)

C/O PLANET LABS PBC

645 HARRISON STREET, FLOOR 4

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
dMY Technology Group, Inc. IV [ PL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/07/2021		A		146,211⁽²⁾	A	⁽¹⁾	146,211⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Earnout - Class A Shares	⁽⁴⁾	12/07/2021		A		245,255		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	245,255	⁽¹⁾	245,255	D
Stock Option (Right to Buy)	$4.04	12/07/2021		A		1,187,175		⁽⁶⁾	04/20/2030	Class A Common Stock	1,187,175	⁽⁵⁾	1,187,175	D
Stock Option (Right to Buy)	$9.75	12/07/2021		A		536,143		⁽⁷⁾	06/29/2031	Class A Common Stock	536,143	⁽⁵⁾	536,143	D
Stock Option (Right to Buy)	$9.75	12/07/2021		A		306,367		⁽⁸⁾	06/29/2031	Class A Common Stock	306,367	⁽⁵⁾	306,367	D

Explanation of Responses:

1. Pursuant to the business combination (the "Business Combination") of dMY Technology Group, Inc. IV and Planet Labs Inc. ("Former Planet"), each share of Former Planet capital stock (other than Class B common stock of Former Planet) was converted into the right to receive approximately 1.53184 shares (the "Exchange Ratio") of the issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock") at the closing of the business combination.

2. Includes 146,211 restricted stock units ("RSUs"), each of which represent a contingent right to receive one share of issuer's Class A Common Stock. The RSUs will vest with respect to 25% of the RSUs on February 6, 2021 and in equal monthly installments thereafter. The RSUs have no expiration date.

3. Includes 146,211 RSUs.

4. Includes 245,255 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Issuable only if the holder continues to provide services to the issuer or its subsidiaries through the date on which the earnout shares are issued.

5. At the closing of the Business Combination, each outstanding option to purchase Former Planet capital stock was converted into a right to receive a number of options to purchase Class A Common Stock based on the Exchange Ratio.

6. The option vests and becomes exercisable with respect to 25% of the underlying Class A Common Stock on February 6, 2021, and in equal monthly installments thereafter.

7. The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2021, and in equal monthly installments thereafter.

8. The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2022, and in equal monthly installments thereafter.

Remarks:

Chief Financial and Operating Officer

	/s/ Andrew Kirkpatrick, as Attorney-in-fact for Ashley F Johnson	12/09/2021
	** 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 Number.

SEC Form 4: Johnson Ashley F. was granted 146,211 shares