SC 13G 1 thiel_schedule-13g.htm PETER THIEL SCHEDULE 13G

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Palantir Technologies Inc.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

69608A 10 8

(CUSIP Number)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

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

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*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).

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	PT Ventures, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			4,209,974(1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			4,209,974(1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,209,974(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.3%(2)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) 1,644,373 shares of Class A Common Stock held by the reporting person and (b) 2,565,601 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 1,471,832,735 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.

Page 2 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Clarium L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			9,773,157(1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			9,773,157(1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,773,157(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.7%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 1,954,631 shares of Class A Common Stock held by the reporting person and (b) 7,818,526 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.

Page 3 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Clarium Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			9,773,157(1)(2)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			9,773,157(1)(2)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,773,157(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.7%(3)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) 1,954,631 shares of Class A Common Stock held by Clarium L.P. and (b) 7,818,526 shares of Class B Common Stock held by Clarium L.P. 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 Clarium L.P. and may be deemed to beneficially own the shares held by such partnership.

(3) Percentage ownership based on 1,471,832,735 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.

Page 4 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	STS Holdings II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			3,018,890(1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,018,890(1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,018,890 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%(2)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) 268,840 shares of Class A Common Stock held by the reporting person and (b) 2,750,050 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.

Page 5 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Rivendell 7 LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			97,851,188(1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			97,851,188(1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	97,851,188(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.6%(2)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes 97,851,188 shares of Class A Common Stock held by the reporting person.

Page 6 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Rivendell 25 LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			3,016,448(1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,016,448(1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,016,448(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%(2)
12	TYPE OF REPORTING PERSON
	OO

(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.

Page 7 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			6,944,440(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			6,944,440 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,944,440 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.5%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes 6,944,440 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.

Page 8 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			6,944,440(1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			6,944,440(1)(2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,944,440(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.5%(3)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes 6,944,440 shares of Class B Common Stock held by The Founders Fund, LP. 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 The Founders Fund, LP and may be deemed to beneficially own the shares held by such partnership.

Page 9 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			39,460,660(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			39,460,660(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,460,660(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.6%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 38,229 shares of Class A Common Stock held by the reporting person and (b) 39,422,431 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.

Page 10 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund II Entrepreneurs Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,192,932(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,192,932(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,192,932(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 1,157 shares of Class A Common Stock held by the reporting person and (b) 1,191,775 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.

Page 11 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund II Principals Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			1,951,304(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			1,951,304(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,951,304(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 1,891 shares of Class A Common Stock held by the reporting person and (b) 1,949,413 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.

Page 12 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund II Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			42,604,896(1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			42,604,896(1)(2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,604,896(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.8%(3)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) an aggregate of 41,277 shares of Class A Common stock held by The Founders Fund II, LP, The Founders Fund II Entrepreneurs Fund, LP and The Founders Fund II Principals Fund, LP and (b) an aggregate of 42,563,619 shares of Class B Common stock held by The Founders Fund II, LP, The Founders Fund II Entrepreneurs Fund, LP and The Founders Fund II Principals Fund, LP. Each share of Class B Common Stock is convertible into one share of the Issuer’s 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 each of The Founders Fund II, LP, The Founders Fund II Entrepreneurs Fund, LP and The Founders Fund II Principals Fund, LP. and may be deemed to beneficially own the shares held by such partnerships.

Page 13 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund III, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			32,212,419(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			32,212,419(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,212,419(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.1%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 91 shares of Class A Common Stock held by the reporting person and (b) 32,212,328 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.

Page 14 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund III Entrepreneurs Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			588,416(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			588,416(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	588,416(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 2 shares of Class A Common Stock held by the reporting person and (b) 588,414 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.

Page 15 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund III Principals Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			11,440,915(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			11,440,915(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,440,915(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.8%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 33 shares of Class A Common Stock held by the reporting person and (b) 11,440,882 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.

Page 16 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund III Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			44,241,750(1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			44,241,750(1)(2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	44,241,750(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.9%(3)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) an aggregate of 126 shares of Class A Common Stock held by The Founders Fund III, LP, The Founders Fund III Entrepreneurs Fund, LP and The Founders Fund III Principals Fund, LP and (b) an aggregate of 44,241,624 shares of Class B Common Stock held by The Founders Fund III, LP, The Founders Fund III Entrepreneurs Fund, LP and The Founders Fund III Principals Fund, LP. Each share of Class B Common Stock is convertible into one share of the Issuer’s 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 each of The Founders Fund III, LP, The Founders Fund III Entrepreneurs Fund, LP and The Founders Fund III Principals Fund, LP. and may be deemed to beneficially own the shares held by such partnerships.

Page 17 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund IV, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			13,697,311(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			13,697,311(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,697,311(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.9%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 13,160,866 shares of Class B Common Stock held by the reporting person and (b) 536,445 shares of Class B Common Stock issuable upon exercise of warrants that are fully vested and exercisable by the reporting person within sixty days of December 31, 2020. 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.

Page 18 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund IV Principals Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,396,891(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,396,891(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,396,891(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.3%(2)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 4,224,690 shares of Class B Common Stock held by the reporting person and (b) 172,201 shares of Class B Common Stock issuable upon exercise of warrants that are fully vested and exercisable by the reporting person within sixty days of December 31, 2020. 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.

Page 19 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund IV Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			18,094,202(1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			18,094,202(1)(2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,094,202(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.2%(3)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) an aggregate of 17,385,556 shares of Class B Common Stock held by The Founders Fund IV, LP, and The Founders Fund IV Principals Fund, LP and (b) an aggregate of 708,646 shares of Class B Common Stock issuable upon exercise of warrants that are fully vested and exercisable by The Founders Fund IV, LP and The Founders Fund IV Principals Fund, LP within sixty days of December 31, 2020. 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 each of The Founders Fund IV, LP and The Founders Fund IV Principals Fund, LP and may be deemed to beneficially own the shares held by such partnerships.

Page 20 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	FF Pathfinder VI, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,915(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,915(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,915(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%(2)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) 24 shares of Class A Common Stock held by the reporting person and (b) 3,891 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.

Page 21 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	The Founders Fund VI Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,915(1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,915(1)(2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,915(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%(3)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) 24 shares of Class A Common Stock held by FF Pathfinder VI, LLC and (b) 3,891 shares of Class B Common Stock held by FF Pathfinder VI, 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 managing member of FF Pathfinder VI, LLC and may be deemed to beneficially own the shares held by such limited liability company.

Page 22 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Mithril PAL-SPV 1, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			19,032,867(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			19,032,867(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,032,867(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3%(2)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) 14,530,420 shares of Class A Common Stock held by the reporting person and (b) 4,502,447 shares of Class B Common Stock issuable upon exercise of warrants that are fully vested and exercisable by the reporting person within sixty days of December 31, 2020. 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.

Page 23 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Mithril LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			19,032,867(1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			19,032,867(1)(2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,032,867(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3%(3)
12	TYPE OF REPORTING PERSON
	PN

(1) Includes (a) 14,530,420 shares of Class A Common Stock held by Mithril PAL-SPV 1, LLC and (b) 4,502,447 shares of Class B Common Stock issuable upon exercise of warrants that are fully vested and exercisable by Mithril PAL-SPV 1, LLC within sixty days of December 31, 2020. 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.

Page 24 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Mithril GP LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			19,032,867(1)(2)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			19,032,867(1)(2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,032,867(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3%(3)
12	TYPE OF REPORTING PERSON
	PN

(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.

Page 25 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Thiel Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			10,453,972(1)(2)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			10,453,972(1)(2)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,453,972(1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.7%(2)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes (a) 680,815 and 1,954,631 shares of Class A Common Stock held by the reporting person and Clarium L.P., respectively, and (b) 7,818,526 shares of Class B Common Stock held by Clarium L.P. 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 Clarium Capital Management, LLC, the general partner of Clarium L.P., and may be deemed to beneficially own the shares held by such partnership.

Page 26 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	PLTR Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			3,276,826(1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,276,826(1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,276,826(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%(2)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes 3,276,826 shares of Class A Common Stock held by the reporting person.

Page 27 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	FF4 Investment LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			241,227(1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			241,227(1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	241,227(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%(2)
12	TYPE OF REPORTING PERSON
	OO

(1) Includes 241,227 shares of Class A Common Stock held by the reporting person.

Page 28 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Peter Thiel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			137,188,574(1)(2)
		6	SHARED VOTING POWER
			130,922,070(3)(4)
		7	SOLE DISPOSITIVE POWER
			137,523,574(5)(2)
		8	SHARED DISPOSITIVE POWER
			130,922,070(3)(4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	268,445,644(5)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.6%(6)
12	TYPE OF REPORTING PERSON
	IN

(1) Includes (a) 2,088,743 shares of Class A Common Stock held by the reporting person and (b) 13,031,306 shares of Class B Common Stock held by the reporting person. Each share of Class B Common Stock is convertible into one share of the Issuer’s 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) Includes all shares of Class A Common Stock and Class B Common Stock held by PT Ventures, LLC, Clarium L.P., STS Holdings II LLC, Rivendell 7 LLC, Rivendell 25 LLC, Thiel Capital LLC, PLTR Holdings LLC and FF4 Investments LLC. The reporting person is the managing member of PT Ventures, LLC, the sole beneficial owner of each of STS Holdings II LLC, Rivendell 7 LLC, Rivendell 25 LLC, PLTR Holdings LLC and FF4 Investment LLC, the manager of Thiel Capital LLC, and the President of Clarium Capital Management, LLC, the general partner of Clarium L.P., and may be deemed to beneficially own the shares held by such partnership or limited liability companies.

(3) 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.

(4) Includes all shares of Class A Common Stock, Class B Common Stock and warrants to purchase Class B Common Stock held by The Founders Fund, LP, The Founders Fund II, LP, The Founders Fund II Entrepreneurs Fund, LP, The Founders Fund II Principals Fund, LP, The Founders Fund III, LP, The Founders Fund III Entrepreneurs Fund, LP, The Founders Fund III Principals Fund, LP, The Founders Fund IV, LP, The Founders Fund IV Principals Fund, LP, FF Pathfinder VI LLC and Mithril PAL-SPV 1, LLC. The reporting person is a managing member of each of The Founders Fund Management, LLC, The Founders Fund II Management, LLC,

Page 29 of 42

The Founders Fund III Management, LLC, The Founders Fund IV Management, LLC and The Founders Fund VI Management, LLC, the respective general partners of such partnerships or managing member of such limited liability company, as applicable, and 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 partnerships or limited liability companies.

(5) Includes (i) the amounts set forth under footnotes (1), (2) and (4) 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.

(6) Percentage ownership based on 1,471,832,735 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.

Page 30 of 42

CUSIP No. 69608A 10 8
1	NAMES OF REPORTING PERSONS
	Luke Nosek
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			93,791,086(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			93,791,086(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,791,086(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.0%(2)
12	TYPE OF REPORTING PERSON
	IN

(1) Includes all shares of Class A Common Stock and Class B Common Stock held by The Founders Fund, LP, The Founders Fund II, LP, The Founders Fund II Entrepreneurs Fund, LP, The Founders Fund II Principals Fund, LP, The Founders Fund III, LP, The Founders Fund III Entrepreneurs Fund, LP and The Founders Fund III Principals Fund, LP. The reporting person is a managing member of each of The Founders Fund Management, LLC, The Founders Fund II Management, LLC and The Founders Fund III Management, LLC, the respective general partners of such partnerships, and may be deemed to beneficially own the shares held by such partnerships. Each share of Class B Common Stock is convertible into one share of the Issuer’s 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.

Page 31 of 42

Item 1(a). Name of Issuer:

Palantir Technologies Inc.

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

1555 Blake Street, Suite 250

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”):

1.	PT Ventures, LLC
2.	Clarium L.P.
3.	Clarium Capital Management, LLC
4.	STS Holdings II LLC
5.	Rivendell 7 LLC
6.	Rivendell 25 LLC
7.	The Founders Fund, LP
8.	The Founders Fund Management, LLC
9.	The Founders Fund II, LP
10.	The Founders Fund II Entrepreneurs Fund, LP
11.	The Founders Fund II Principals Fund, LP
12.	The Founders Fund II Management, LLC
13.	The Founders Fund III, LP
14.	The Founders Fund III Entrepreneurs Fund, LP
15.	The Founders Fund III Principals Fund, LP
16.	The Founders Fund III Management, LLC
17.	The Founders Fund IV, LP
18.	The Founders Fund IV Principals Fund, LP
19.	The Founders Fund IV Management, LLC
20.	FF Pathfinder VI, LLC
21.	The Founders Fund VI Management, LLC
22.	Mithril PAL-SPV 1, LLC
23.	Mithril LP
24.	Mithril GP LP
25.	Thiel Capital LLC
26.	PLTR Holdings LLC
27.	FF4 Investment LLC
28.	Peter Thiel
29.	Luke Nosek

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

The address of each of The Founders Fund, LP, The Founders Fund Management, LLC, The Founders Fund II, LP, The Founders Fund II Entrepreneurs Fund, LP, The Founders Fund II Principals Fund, LP, The Founders Fund II Management, LLC, The Founders Fund III, LP, The Founders Fund III Entrepreneurs Fund, LP, The Founders Fund III Principals Fund, LP, The Founders Fund III Management, LLC, The Founders Fund IV, LP, The Founders Fund IV Principals Fund, LP, The Founders Fund IV Management, LLC, FF Pathfinder VI, LLC, and The Founders Fund VI Management, LLC is c/o The Founders Fund, One Letterman Drive Building D, Suite 500, San Francisco, California 94129.

The address of Mr. Nosek is 5606 Craggy Point, Austin, Texas 78731.

The address of each of Clarium L.P. and Clarium Capital Management, LLC is c/o Clarium Capital Management, LLC, 9200 Sunset Boulevard, Suite 1110, West Hollywood, California 90069.

Page 32 of 42

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 Ave., 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:

69608A 10 8

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.

Page 33 of 42

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.

Page 34 of 42

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.

Dated: February 16, 2021	PT VENTURES, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	CLARIUM L.P.

	By: Clarium Capital Management, LLC, its General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Manager

	CLARIUM CAPITAL MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Manager

	STS HOLDINGS II LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

	RIVENDELL 7 LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

	RIVENDELL 25 LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

	THE FOUNDERS FUND, LP

	By: The Founders Fund Management, LLC, its General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

Page 35 of 42


	THE FOUNDERS FUND II, LP
	THE FOUNDERS FUND II ENTREPRENEURS FUND, LP
	THE FOUNDERS FUND II PRINCIPALS FUND, LP

	By: The Founders Fund II Management, LLC, their General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND II MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND III, LP
	THE FOUNDERS FUND III ENTREPRENEURS FUND, LP
	THE FOUNDERS FUND III PRINCIPALS FUND, LP

	By: The Founders Fund III Management, LLC, their General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND III MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND IV, LP
	THE FOUNDERS FUND IV PRINCIPALS FUND, LP

	By: The Founders Fund IV Management, LLC, their General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND IV MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	FF PATHFINDER VI, LLC

	By: The Founders Fund VI Management, LLC, its Managing Member

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

Page 36 of 42


	THE FOUNDERS FUND VI MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	MITHRIL PAL-SPV 1, LLC

	By: Mithril LP, its Member

	By: Mithril GP LP, its General Partner

	By: /s/ Ajay Royan
	Name: Ajay Royan
	Title: Authorized Signatory

	MITHRIL LP

	By: Mithril GP LP, its General Partner

	By: /s/ Ajay Royan
	Name: Ajay Royan
	Title: Authorized Signatory

	MITHRIL GP LP

	By: /s/ Ajay Royan
	Name: Ajay Royan
	Title: Authorized Signatory

	THIEL CAPITAL LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Manager

	PLTR HOLDINGS LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

	FF4 INVESTMENT LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

Page 37 of 42


	/s/ Peter Thiel
	Peter Thiel

	/s/ Luke Nosek
	Luke Nosek

Page 38 of 42

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned individually acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of such person and that subsequent amendments to this statement on Schedule 13G may be filed on behalf of such person without the necessity of filing an additional joint filing agreement.

Dated: February 16, 2021	PT VENTURES, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	CLARIUM L.P.

	By: Clarium Capital Management, LLC, its General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Manager

	CLARIUM CAPITAL MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Manager

	STS HOLDINGS II LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

	RIVENDELL 7 LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

	RIVENDELL 25 LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

	THE FOUNDERS FUND, LP

	By: The Founders Fund Management, LLC, its General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

Page 39 of 42


	THE FOUNDERS FUND MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND II, LP
	THE FOUNDERS FUND II ENTREPRENEURS FUND, LP
	THE FOUNDERS FUND II PRINCIPALS FUND, LP

	By: The Founders Fund II Management, LLC, their General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND II MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND III, LP
	THE FOUNDERS FUND III ENTREPRENEURS FUND, LP
	THE FOUNDERS FUND III PRINCIPALS FUND, LP

	By: The Founders Fund III Management, LLC, their General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND III MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND IV, LP
	THE FOUNDERS FUND IV PRINCIPALS FUND, LP

	By: The Founders Fund IV Management, LLC, their General Partner

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND IV MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

Page 40 of 42


	FF PATHFINDER VI, LLC

	By: The Founders Fund VI Management, LLC, its Managing Member

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	THE FOUNDERS FUND VI MANAGEMENT, LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Managing Member

	MITHRIL PAL-SPV 1, LLC

	By: Mithril LP, its Member

	By: Mithril GP LP, its General Partner

	By: /s/ Ajay Royan
	Name: Ajay Royan
	Title: Authorized Signatory

	MITHRIL LP

	By: Mithril GP LP, its General Partner

	By: /s/ Ajay Royan
	Name: Ajay Royan
	Title: Authorized Signatory

	MITHRIL GP LP

	By: /s/ Ajay Royan
	Name: Ajay Royan
	Title: Authorized Signatory

	THIEL CAPITAL LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Manager

	PLTR HOLDINGS LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

	FF4 INVESTMENT LLC

	By: /s/ Peter Thiel
	Name: Peter Thiel
	Title: Authorized Signatory

Page 41 of 42


	/s/ Peter Thiel
	Peter Thiel

	/s/ Luke Nosek
	Luke Nosek

Page 42 of 42

SEC Form SC 13G filed