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Could someone explain to me how an insider disposed shares with "$0.00" price according to PLTR SEC Form 4? I understand the acquired shares with "$0.00" price may be given as bonuses.

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  • You may want to link to a specific example. Otherwise it could be as simple as a "clawback" or a return of shares for other consideration in an employment contract. Mar 2, 2021 at 5:24

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From this article at geoinvesting that discusses what you might find on a Form 4:

Some of these include “FREE” or below-the-current-price instances such as options, warrants, share based compensation and other indirect transactions.

As you mention, that makes some sense for acquisitions, but isn't quite as intuitive for disposals. Yet there are cases where, for taxation or other legal reasons, shares might be given away at no cost.

In the particular case of the Palantir Form 4, the two lines in Table I that are listed as disposed at a price of $0 both reference footnote 6, which reads:

Reflects a distribution to limited partners effected pursuant to a preexisting Rule 10b5-1 plan adopted by the holder and in compliance with the Issuer's lock-up terms.

It appears that the Rule 10b5-1 plan involved a distribution from the funds (mentioned in footnotes 5 and 9) to some partners. And that may very well have been at an agreed upon price of zero.

A Form 4 for Equinix does something similar, but with a slightly more explicit explanation in the footnote. (Emphasis mine.)

On April 28, 2006, investment funds for which Crosslink serves as investment adviser or manager distributed these securities pro rata to the investors in those funds for no additional consideration, which securities previously were reported as indirectly beneficially owned by the Reporting Persons. The zero in Column 4 is a placeholder only that is required by the EDGAR software.

In summary, two funds for which Peter Thiel is the reporting person distributed shares to others, for no additional consideration. The software used to file the Form 4 doesn't have a way to represent this, so they enter $0 in that field.

I've found a few other Form 4 filings that use similar wording, although they are all in the Table II section. Nonetheless, it appears that the SEC software doesn't handle blank fields well, so the filers end up using $0 where a blank would make more sense.

The price of zero is fictional and only used for purposes of facilitating the electronic filing of this Form.

The price of zero is notional and only used for purposes of facilitating the electronic filing of this Form.

The zero ("0") in this column is a "dummy" amount, solely for the purpose of permitting the use of the following explanation: No price was applicable to the acquisition of this security.

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