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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/27/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1836833 |
| Issuer Name: Planet Labs PBC |
| Issuer Trading Symbol: PL |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1898468 |
| | Owner Name: Marshall William Spencer |
| Reporting Owner Address: |
| | Owner Street 1: C/O PLANET LABS PBC |
| | Owner Street 2: 645 HARRISON STREET, FLOOR 4 |
| | Owner City: SAN FRANCISCO |
| | Owner State: CA |
| | Owner ZIP Code: 94107 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Co-Founder and CEO |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/27/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 64,690 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,994,809 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 3/27/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 23,082 |
| Footnote ID: F3 |
| | | Transaction Price Per Share: |
| Value: 2.55 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,971,727 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: Represents shares of issuer's Class A Common Stock acquired upon the vesting of performance restricted stock units ("PSUs") that were received in lieu of the reporting person's cash bonus earned for the second half of fiscal year ending January 31, 2024 ("H2") under the issuer's Amended & Restated Annual Cash Incentive Plan. The reporting person elected to convert such cash bonus into PSUs representing 100% of the earned cash bonus amount for H2. |
| Footnote - F2: Includes 2,566,244 restricted stock units ("RSUs") that vest in equal quarterly installments on the 15th of March, June, September and December. The RSUs represent a contingent right to receive one share of issuer's Class A Common Stock each and have no expiration date. |
| Footnote - F3: No shares were sold by the reporting person. This transaction represents shares of issuer's Class A Common Stock withheld by the issuer in payment of the withholding tax liability incurred upon the vesting of PSUs. |
| Remarks: |
| Owner Signature: |
| Signature Name: By: /s/ Shahla Hazratjee, Attorney-in-fact for: William Spencer Marshall |
| Signature Date: 3/28/24 |
