SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Yoran Amit (Last) (First) (Middle) C/O TENABLE HOLDINGS, INC. 6100 MERRIWEATHER DRIVE (Street) COLUMBIA MD 21044 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Tenable Holdings, Inc. [ TENB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President, CEO and Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 05/19/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2022		M		14,550	A	$0	97,326	D
Common Stock	05/20/2022		S(1)		6,280	D	$47.71	91,046	D
Common Stock	05/20/2022		M		13,244	A	$0	104,290	D
Common Stock	05/20/2022		M		8,600	A	$4.25	112,890	D
Common Stock	05/20/2022		S(2)		8,500	D	$48.14(3)	104,390	D
Common Stock	05/20/2022		S(2)		100	D	$48.58	104,290	D
Common Stock	05/23/2022		S(1)		5,911	D	$47.85	98,379	D
Common Stock								361,738	I	By Grantor Retained Annuity Trust(4)
Common Stock								245,947	I	By Trust(5)
Common Stock								179,700	I	By Grantor Retained Annuity Trust(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(7)	05/19/2022		M			14,550	(8)	(8)	Common Stock	14,550	$0	101,853	D
Restricted Stock Units	(7)	05/20/2022		M			13,244	(9)	(9)	Common Stock	13,244	$0	39,732	D
Employee Stock Option (right to buy)	$4.25	05/20/2022		M			8,600	(10)	01/18/2027	Common Stock	8,600	$0	2,008,055	D

Explanation of Responses:

1. 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.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.58 - $48.50, inclusive. The Reporting Person undertakes to provide to 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 sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

4. The Trustee of the Amit Yoran GRAT A is Amit Yoran.

5. The Trustees of the Amit Yoran 2020 Family Trust are Dov Yoran and David Redling.

6. The Trustee of the Amit Yoran GRAT B is Amit Yoran.

7. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

8. 25% of the shares underlying the RSUs vested on February 19, 2021, 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.

9. On February 20, 2020, 25% of the shares underlying the RSUs granted on February 20, 2019 vested, and the remainder vest in equal quarterly installments over three years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to acceleration in specified circumstances.

10. 100% of the shares underlying the option were vested as of January 1, 2021.

Remarks:

	/s/ David Bartholomew, Attorney-in-Fact	05/23/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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