Marshall William Spencer

SEC source: 0001836833-23-000086 · wk-form4_1694204285.xml · nonDerivative · entry 1

Marshall William Spencer · CIK 0001898468 · Director · Co-Founder and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,350,960

F1 · shares: 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 first half of fiscal year ending January 31, 2024 ("H1") 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 H1.

F1 · price: 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 first half of fiscal year ending January 31, 2024 ("H1") 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 H1.

F2 · balance_after: Includes 1,228,167 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.

SEC source: 0001836833-23-000050 · wk-form4_1686954575.xml · nonDerivative · entry 1

Marshall William Spencer · CIK 0001898468 · Director · Co-Founder and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,300,960

F1 · shares: No shares were sold by the Reporting Person. The transaction disclosed represents shares of common stock withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of restricted stock units ("RSUs").

F2 · balance_after: Includes 1,228,167 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.

SEC source: 0001836833-23-000008 · wf-form4_167908578901387.xml · nonDerivative · entry 1

Marshall William Spencer · CIK 0001898468 · Director · Co-Founder and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,329,274

F1 · shares: Represents restricted stock units ("RSUs"), each of which represent a contingent right to receive one share of issuer's Class A Common Stock. The RSUs will vest in equal quarterly installments over 4 years, beginning on June 15, 2023. The RSUs have no expiration date.

F2 · balance_after: Includes 1,310,044 RSUs that remain to 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.

SEC source: 0000899243-21-049502 · doc4.xml · nonDerivative · entry 1

Marshall William Spencer · CIK 0001898468 · Director · Co-Founder and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,230

F1 · price: The price reported in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $6.34 to $6.575 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

SEC source: 0000899243-21-047641 · doc4.xml · derivative · entry 6

Marshall William Spencer · CIK 0001898468 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 735,282

Underlying: Class A Common Stock · 735,282 shares

Expires 2031-06-29

F5 · price: At the closing of the Business Combination, each outstanding option to purchase Former Planet capital stock was converted into a right to receive a number of options to purchase Class A Common Stock based on the Exchange Ratio

F8 · derivative.exercise_date: The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2022, and in equal monthly installments thereafter.

SEC source: 0000899243-21-047641 · doc4.xml · derivative · entry 5

Marshall William Spencer · CIK 0001898468 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 919,103

Underlying: Class A Common Stock · 919,103 shares

Expires 2031-06-29

F5 · price: At the closing of the Business Combination, each outstanding option to purchase Former Planet capital stock was converted into a right to receive a number of options to purchase Class A Common Stock based on the Exchange Ratio

F7 · derivative.exercise_date: The option vests and becomes exercisable with respect to 1/48th of the underlying Class A Common Stock on July 1, 2021, and in equal monthly installments thereafter.

SEC source: 0000899243-21-047641 · doc4.xml · derivative · entry 4

Marshall William Spencer · CIK 0001898468 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,833,903

Underlying: Class A Common Stock · 2,833,903 shares

Expires 2030-04-20

F5 · price: At the closing of the Business Combination, each outstanding option to purchase Former Planet capital stock was converted into a right to receive a number of options to purchase Class A Common Stock based on the Exchange Ratio

F6 · derivative.exercise_date: The option is fully vested and exercisable.

SEC source: 0000899243-21-047641 · doc4.xml · derivative · entry 3

Marshall William Spencer · CIK 0001898468 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,578,793

Underlying: Class B Common Stock · 10,578,793 shares

Expires not disclosed

F2 · derivative.exercise_price: Shares of the Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

F1 · price: Pursuant to the business combination (the "Business Combination") of dMY Technology Group, Inc. IV and Planet Labs Inc. ("Former Planet"), each share of Class B common stock of Former Planet was converted into the right to receive approximately 1.53184 shares of the issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") at the closing of the business combination and each share of Former Planet capital stock (other than Class B common stock of Former Planet) was converted into the right to receive approximately 1.53184 shares (the "Exchange Ratio") of the issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock") at the closing of the business combinationto receive cash instead.

F2 · derivative.exercise_date: Shares of the Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

F2 · derivative.expiration_date: Shares of the Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

SEC source: 0000899243-21-047641 · doc4.xml · derivative · entry 2

Marshall William Spencer · CIK 0001898468 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,168,105

Underlying: Class B Common Stock · 1,168,105 shares

Expires not disclosed

F2 · derivative.exercise_price: Shares of the Class B Common Stock may be converted into shares of Class A Common Stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

F4 · derivative.exercise_price: Includes 1,168,105 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class B Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

F4 · shares: Includes 1,168,105 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class B Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

F1 · price: Pursuant to the business combination (the "Business Combination") of dMY Technology Group, Inc. IV and Planet Labs Inc. ("Former Planet"), each share of Class B common stock of Former Planet was converted into the right to receive approximately 1.53184 shares of the issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") at the closing of the business combination and each share of Former Planet capital stock (other than Class B common stock of Former Planet) was converted into the right to receive approximately 1.53184 shares (the "Exchange Ratio") of the issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock") at the closing of the business combinationto receive cash instead.

F4 · derivative.exercise_date: Includes 1,168,105 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class B Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

F4 · derivative.expiration_date: Includes 1,168,105 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class B Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.

SEC source: 0000899243-21-047641 · doc4.xml · derivative · entry 1

Marshall William Spencer · CIK 0001898468 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 495,591

Underlying: Class A Common Stock · 495,591 shares

Expires not disclosed

F3 · derivative.exercise_price: Includes 495,591 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Issuable only if the holder continues to provide services to the issuer or its subsidiaries through the date on which the earnout shares are issued.

F1 · price: Pursuant to the business combination (the "Business Combination") of dMY Technology Group, Inc. IV and Planet Labs Inc. ("Former Planet"), each share of Class B common stock of Former Planet was converted into the right to receive approximately 1.53184 shares of the issuer's Class B common stock, par value $0.0001 per share ("Class B Common Stock") at the closing of the business combination and each share of Former Planet capital stock (other than Class B common stock of Former Planet) was converted into the right to receive approximately 1.53184 shares (the "Exchange Ratio") of the issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock") at the closing of the business combinationto receive cash instead.

F3 · derivative.exercise_date: Includes 495,591 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Issuable only if the holder continues to provide services to the issuer or its subsidiaries through the date on which the earnout shares are issued.

F3 · derivative.expiration_date: Includes 495,591 earnout shares that will vest in four substantially equal installments if the closing price of the issuer's Class A Common Stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to December 7, 2026 or if the issuer consummates a change of control transaction prior to December 7, 2026 that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00. Issuable only if the holder continues to provide services to the issuer or its subsidiaries through the date on which the earnout shares are issued.