Filing Details

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) is being filed on behalf of the Reporting Persons (as defined below) with respect to the shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of SentinelOne, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2021, as amended by Amendment No. 1 thereto filed on December 15, 2021, Amendment No. 2 thereto filed on September 2, 2022, Amendment No. 3 thereto filed on March 31, 2023 and Amendment No. 4 thereto filed on January 9, 2024 (the “Schedule 13D”), on behalf of the following persons (each, a “Reporting Person”, and collectively, the “Reporting Persons”): (i) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership (“IVP X”); (ii) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman X”); (iii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership (“IVP Delaware X”); (iv) Insight Venture Partners X (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors X” and, together with IVP X, IVP Cayman X and IVP Delaware X, the “IVP X Funds”); (v) Insight Partners XI, L.P., a Cayman Islands exempted limited partnership (“IP XI”); (vi) Insight Partners (Cayman) XI, L.P., a Cayman Islands exempted limited partnership (“IP Cayman XI”); (vii) Insight Partners (Delaware) XI, L.P., a Delaware limited partnership (“IP Delaware XI”); (viii) Insight Partners XI (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IP Co-Investors XI”); (ix) Insight Partners XI (Co-Investors) (B), L.P., a Cayman Islands exempted limited partnership (“IP Co-Investors B XI”); (x) Insight Partners (EU) XI, S.C.Sp., a Luxembourg special limited partnership (“IP EU XI” and, together with IP XI, IP Cayman XI, IP Delaware XI, IP Co-Investors XI and IP Co-Investors B XI, the “IP XI Funds”); (xi) Insight Partners Fund X Follow-On Fund, L.P., a Cayman Islands exempted limited partnership (“IP X FOF”); (xii) Insight Partners Fund X (Cayman) Follow-On Fund, L.P., a Cayman Islands exempted limited partnership (“IP X Cayman FOF”); (xiii) Insight Partners Fund X (Delaware) Follow-On Fund, L.P., a Delaware limited partnership (“IP X Delaware FOF”); (xiv) Insight Partners Fund X (Co-Investors) Follow-On Fund, L.P., a Cayman Islands exempted limited partnership (“IP X Co-Investors FOF” and, together with IP X FOF, IP X Cayman FOF and IP X Delaware FOF, the “IP X FOF Funds”); (xv) Insight Venture Associates X, L.P., a Cayman Islands exempted limited partnership (“IVA X”); (xvi) Insight Venture Associates X, Ltd., a Cayman Islands exempted company (“IVA X Ltd”); (xvii) Insight Associates XI, L.P., a Cayman Islands exempted limited partnership (“IA XI”); (xviii) Insight Associates XI, Ltd., a Cayman Islands exempted company (“IA XI Ltd”); (xix) Insight Associates (EU) XI, S.a.r.l., a Luxembourg limited liability company (“IA EU XI”); (xx) Insight Associates Fund X Follow-On, L.P., a Cayman Islands exempted limited partnership (“IA X FOF”); (xxi) Insight Associates Fund X Follow-On, Ltd., a Cayman Islands exempted company (“IA X FOF Ltd”); and (xxii) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).  This Amendment No. 5 is being filed to reflect changes in the number of issued and outstanding shares of the Issuer’s Class A Common Stock and the issued and outstanding shares of Class B Common Stock (the “Class B Common Stock”), in each case, as reported in the Issuer’s annual report for the fiscal year ended January 31, 2024, as filed with the SEC on March 27, 2024 (the “10-K”), and to reflect changes in the number of the Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Persons.

This Amendment No. 5 is being filed to amend Item 3 and 5 of the Schedule 13D as follows:

Item 3.     Source and Amount of Funds or Other Considerations.

Item 3 of the Schedule 13D is amended to add the following:

On April 1, 2024, 8,610,919 shares of Class B Common Stock held by the Reporting Persons were converted into an equal number of shares of Class A Common Stock.

Also on April 1, 2024, the Reporting Persons sold 101,051 shares of Class A Common Stock in open market transactions at a weighted average price per share of $23.10. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $23.00 to $23.36, inclusive.

On April 4, 2024, the Reporting Persons sold 4,739 shares of Class A Common Stock in open market transactions at a weighted average price per share of $23.00. The shares of Class A Common Stock were sold in multiple transactions at a price of $23.00.

On April 9, 2024, the Reporting Persons sold 3,639 shares of Class A Common Stock in open market transactions at a weighted average price per share of $23.10. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $23.05 to $23.10, inclusive.

Also on April 9, 2024, the Reporting Persons sold 3,390,571 shares of Class A Common Stock in open market transactions at a weighted average price per share of $22.01. The shares of Class A Common Stock were sold in multiple transactions at a price of $22.01.

The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.