Sec Form 4 Filing - BEGLEY CHARLENE T @ SentinelOne, Inc. - 2024-06-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BEGLEY CHARLENE T
2. Issuer Name and Ticker or Trading Symbol
SentinelOne, Inc. [ S]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SENTINELONE, INC., 444 CASTRO STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
06/27/2024
(Street)
MOUNTAIN VIEW, CA94041
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 06/27/2024 A 12,314 ( 1 ) A $ 0 54,568 ( 2 ) D
Class A Common Stock 06/27/2024 A 3,831 ( 3 ) ( 4 ) A $ 0 58,399 ( 2 ) D
Class A Common Stock 465 I By Trust 3
Class A Common Stock 465 I By Trust 2
Class A Common Stock 465 I By Trust 1
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisabl e and Expiration Date
(MM/DD/YY)
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 Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BEGLEY CHARLENE T
C/O SENTINELONE, INC.
444 CASTRO STREET, SUITE 400
MOUNTAIN VIEW, CA94041
X
Signatures
/s/ Keenan Conder, Attorney-in-Fact 06/28/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of restricted stock units. The entire award shall vest and for shares of the Issuer's Class A Common Stock on the earliest of (a) June 27, 2025, (b) the date of the next annual meeting of the Issuer's stockholders (or the date immediately prior to such, if the Reporting Person's service as a director ends at such meeting due to his/her failure to be re-elected or not standing for re-election), (c) the Reporting Person's death, (d) the date on which the Reporting Person becomes disabled, or (e) the occurrence of a change in control as defined in the Issuer's Non-Employee Director Compensation Program (the "Program"), in each case subject to the Reporting Person's continued service to the Issuer on each vesting date.
( 2 )Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met.
( 3 )Represents an award of deferred restricted stock units (DSUs) granted on June 27, 2024, which shall vest on a time-based vesting schedule but for which settlement has been deferred pursuant to the Reporting Person's election under the Program. Each DSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to satisfaction of the time-base vesting conditions. The DSUs shall time-vest as to 25% of the total shares on each of March 15, June 15, September 15 and December 15, with the final quarterly installment vesting on the earliest of (i) the date of the next annual meeting of the Issuer's stockholders, (ii) the date immediately prior to the next annual meeting of the Issuer's stockholders if the applicable non-employee director's service as a director ends at such meeting due to the director's failure to be re-elected or the director not standing for re-election, and
( 4 )[cont'd from Footnote 3] (iii) the originally scheduled vesting date of such DSU installment, subject to the Reporting Person's provision of service to the Issuer on each vesting date, and with deferred settlement occurring subject to the terms of the Program.

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