Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Wardi Teddie Benjamin (Last) (First) (Middle) C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 12/10/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/10/2024		J(1)		17,264	A	(1)	17,264	I	see footnote(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. See Exhibit 99.1

2. See Exhibit 99.1

Remarks:

Exhibit List Exhibit 99.1 - Explanation of Responses

	/s/ Teddie Wardi	12/12/2024
	** 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.

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Exhibit 99.1

EXHIBIT 99.1

EXPLANATION OF RESPONSES

(1)

On December 10, 2024, Insight Venture Partners X, L.P., Insight Venture Partners (Cayman) X, L.P., Insight Venture Partners (Delaware) X, L.P., Insight Venture Partners X (Co-Investors), L.P., Insight Partners XI, L.P., Insight Partners (Cayman) XI, L.P., Insight Partners (Delaware) XI, L.P., Insight Partners XI (Co-Investors), L.P., Insight Partners XI (Co-Investors) (B), L.P., Insight Partners (EU) XI, S.C.Sp., Insight Partners Fund X Follow-On Fund, L.P., Insight Partners Fund X (Cayman) Follow-On Fund, L.P., Insight Partners Fund X (Delaware) Follow-On Fund, L.P. and Insight Partners Fund X (Co-Investors) Follow-On Fund, L.P. (collectively, the “Insight Funds”) distributed an aggregate of 11,500,000  shares of Class A common stock of SentinelOne, Inc., par value $0.0001 per share (“Class A Common Stock”), to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities (the “Insight Distribution”). The respective partners of the Insight Funds did not furnish any consideration in exchange for Class A Common Stock received in connection with the Insight Distribution.

(2)

17,264 shares of Class A Common Stock owned by Ingentorsk (Delaware) LLC (“Ingentorsk”). In connection with the Insight Distribution, Ingentorsk acquired direct ownership of 17,264 shares of Class A Common Stock, with no consideration being paid in connection therewith. The reporting person controls Ingentorsk. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, the reporting person may be deemed to be the beneficial owner of the securities owned by Ingentorsk.

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Exhibit 99.1

EXHIBIT 99.1

EXPLANATION OF RESPONSES

(1)

On December 10, 2024, Insight Venture Partners X, L.P., Insight Venture Partners (Cayman) X, L.P., Insight Venture Partners (Delaware) X, L.P., Insight Venture Partners X (Co-Investors), L.P., Insight Partners XI, L.P., Insight Partners (Cayman) XI, L.P., Insight Partners (Delaware) XI, L.P., Insight Partners XI (Co-Investors), L.P., Insight Partners XI (Co-Investors) (B), L.P., Insight Partners (EU) XI, S.C.Sp., Insight Partners Fund X Follow-On Fund, L.P., Insight Partners Fund X (Cayman) Follow-On Fund, L.P., Insight Partners Fund X (Delaware) Follow-On Fund, L.P. and Insight Partners Fund X (Co-Investors) Follow-On Fund, L.P. (collectively, the “Insight Funds”) distributed an aggregate of 11,500,000  shares of Class A common stock of SentinelOne, Inc., par value $0.0001 per share (“Class A Common Stock”), to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities (the “Insight Distribution”). The respective partners of the Insight Funds did not furnish any consideration in exchange for Class A Common Stock received in connection with the Insight Distribution.

(2)

17,264 shares of Class A Common Stock owned by Ingentorsk (Delaware) LLC (“Ingentorsk”). In connection with the Insight Distribution, Ingentorsk acquired direct ownership of 17,264 shares of Class A Common Stock, with no consideration being paid in connection therewith. The reporting person controls Ingentorsk. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, the reporting person may be deemed to be the beneficial owner of the securities owned by Ingentorsk.

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