s-202112100001583708FALSE00015837082021-12-102021-12-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2021
SENTINELONE, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________
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| Delaware | | 001-40531 | | 99-0385461 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 444 Castro Street | |
| Suite 400 | |
| Mountain View | California | 94041 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (855) 868-3733
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 | | S | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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| Emerging growth company | ☒ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2021, the Board of Directors (the “Board”) of SentinelOne, Inc. (the “Company”) appointed Robin Tomasello to serve as the Chief Accounting Officer of the Company, effective as of November 16, 2021. In this role Ms. Tomasello will serve as the Company's principal accounting officer.
Prior to joining the Company, Ms. Tomasello, aged 50, served in several roles at Chegg, Inc. (“Chegg”), an interconnected learning platform, including most recently from May 2014 to November 2021, as VP, Corporate Controller and Assistant Treasurer. Prior to joining Chegg, from February 2000 until January 2012, Ms. Tomasello served in a variety of roles at Palm, Inc., a smartphone provider, most recently as the Assistant Controller. Ms. Tomasello holds a B.S. in business administration from California Polytechnic State University.
In connection with her appointment, the Company entered into an offer letter with Ms. Tomasello (the“Offer Letter”). The Offer Letter does not have a specific term and provides that Ms. Tomasello will serve as an at-will employee. Pursuant to the Offer Letter, Ms. Tomasello is entitled to receive (i) an annual base salary of $375,000 and (ii) an opportunity to earn an annual cash bonus of $150,000.
Subject to the terms and conditions of the Company's 2021 Equity Incentive Plan and the forms and awards thereunder, the Board also approved on December 10, 2021 a restricted stock unit (“RSU”) award with an aggregate value of $3.5 million (the “Aggregate RSU Value”). The number of shares of the Company's Class A common stock subject to the award is calculated as follows: the Aggregate RSU Value divided by the fair market value of one share of the Company's Class A common stock on the date of grant. Twenty-five (25%) of the RSU shall vest on the first Vesting Date (as defined below) following the one-year anniversary of November 16, 2021 (the “First Vesting Date”), and 1/16th of the RSU will vest on each third Vesting Date following the First Vesting Date. Vesting Date is defined as the fifth (5th) day of each month.
Ms. Tomasello is also entitled to certain payments and benefits on termination of employment or upon a termination in connection with a change of control. In the event she is terminated without “cause” or resigns for “good reason” within three months before or twelve months following a “change of control” of the Company, she will be entitled to: (i) an amount equal to twelve months of her base salary and her then-current annual target bonus, in each case at the rate in effect immediately prior to such termination, payable in a cash lump-sum and (ii) to the extent Ms. Tomsaello timely elects to receive continued coverage under the Company's group-healthcare plans, the Company will continue to pay the employer portion of her premium payments for such continued coverage for a period ending on the earlier of (x) twelve months following the termination date and (y) the date that she becomes eligible for coverage under another employer’s plans. In addition, Ms. Tomasello’s equity awards, excluding awards that would otherwise vest contingent upon remaining-unsatisfied performance criteria, will become vested and exercisable, as applicable, with respect to 100% of the underlying shares. All such severance payments and benefits will be subject to Ms. Tomasello’s execution of a general release of claims against us.
Additionally, in the event that Ms. Tomasello is terminated without “cause” or resigns for “good reason” outside of a “change of control,” she will be entitled to (i) an amount equal to six months of her base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum and (ii) to the extent she timely elects to receive continued coverage under the Company's group-healthcare plans, the Company will continue to pay the employer portion of her premium payments for such continued coverage for a period ending on the earlier of (x) six months following the termination date and (y) the date that she becomes eligible for coverage under another employer’s plans. All such severance payments and benefits will be subject to Ms. Tomasello’s execution of a general release of claims against us.
There are no family relationships between Ms. Tomasello and any director or executive officer of the Company and no transaction involving Ms. Tomasello that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. In connection with her appointment, the Company will enter into its standard form of Indemnification Agreement with Ms. Tomasello.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number | | Exhibit Description |
| | SentinelOne Appoints Robin Tomasello as Chief Accounting Officer |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | SENTINELONE, INC. | |
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| Date: December 14, 2021 | | By: | /s/ David Bernhardt | |
| | | David Bernhardt | |
| | | Chief Financial Officer | |