Amit Yoran - 23 Feb 2024 Form 4 Insider Report for Tenable Holdings, Inc. (TENB)

Role: President, CEO and Chairman, Director
Signature: /s/ David Bartholomew, Attorney-in-Fact
Issuer symbol: TENB
Transactions as of: 23 Feb 2024
Net transactions value: -$1,023,326
Form type: 4
Filing time: 27 Feb 2024, 19:03:53 UTC
Previous filing: 22 Feb 2024
Next filing: 29 Feb 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TENB	Common Stock	Sale	$255,464	-5,359	-1.5%	$47.67	346,339	23 Feb 2024	Direct	F1
transaction	TENB	Common Stock	Options Exercise	$0	+3,314	+0.96%	$0.000000	349,653	23 Feb 2024	Direct
transaction	TENB	Common Stock	Options Exercise	$0	+9,381	+2.7%	$0.000000	359,034	23 Feb 2024	Direct
transaction	TENB	Common Stock	Sale	$767,863	-16,091	-4.5%	$47.72	342,943	26 Feb 2024	Direct	F1
holding	TENB	Common Stock						169,765	23 Feb 2024	By Grantor Retained Annuity Trust	F2
holding	TENB	Common Stock						335,435	23 Feb 2024	By Grantor Retained Annuity Trust	F3
holding	TENB	Common Stock						245,947	23 Feb 2024	By Trust	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TENB	Performance Restricted Stock Units	Options Exercise	$0	-3,314	-11%	$0.000000	26,520	23 Feb 2024	Common Stock	3,314		Direct	F5, F6
transaction	TENB	Restricted Stock Units	Options Exercise	$0	-9,381	-11%	$0.000000	75,051	23 Feb 2024	Common Stock	9,381		Direct	F5, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
F2	The Trustee of the Amit Yoran GRAT B is Amit Yoran.
F3	The Trustee of the Amit Yoran GRAT A is Amit Yoran.
F4	The Trustees of the Amit Yoran 2020 Family Trust are Dov Yoran and David Redling.
F5	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F6	On February 22, 2023, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the Performance Restricted Stock Units (PRSUs) granted on February 23, 2022 and determined a 106% payout for the measurement period based on the Issuer's fiscal year 2022 criteria. 25% of the shares underlying the PRSUs vested on February 23, 2023, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.
F7	25% of the shares underlying the RSUs vested on February 23, 2023, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.