Snap Inc — Director's Dealing 2017

Mar 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Snap Inc (SNAP)
CIK: 0001564408
Period of Report: 2017-03-07

Reporting Person: Spiegel Evan (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-07	Class A Common Stock	S	16000000	$17.00	Disposed	85004846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-07	Series FP Preferred Stock	$	C	107943924	Disposed		Class C Common Stock (107943924)	Direct
2017-03-07	Class C Common Stock	$	C	107943924	Acquired		Class B Common Stock (107943924)	Direct
2017-03-07	Series FP Preferred Stock	$0.00	A	37447817	Acquired		Class C Common Stock (37447817)	Direct
2017-03-07	Class C Common Stock	$0.00	C	37447817	Acquired		Class B Common Stock (37447817)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5862410	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5862410)	5862410	Indirect

Footnotes

F1: Shares held by an irrevocable trust over which the reporting person has voting power.

F2: Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-215866) under the Securities Act of 1933, as amended (the "IPO"), each share of Series FP Preferred Stock converted automatically into one share of Class C Common Stock.

F3: Each share of Class C Common Stock is convertible at any time into one share of Class B Common Stock at the option of the reporting person or upon the transfer of such share of Class C Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the reporting person or upon the transfer of such share of Class B Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). The Class B Common Stock has no expiration date.

F4: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the reporting person or upon the transfer of such share of Class B Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). The Class A Common Stock has no expiration date.

F5: Represents shares of Class C Common Stock issuable upon settlement of fully-vested restricted stock units ("RSUs") granted by the Issuer to the reporting person on the closing of the IPO. The RSUs were initially for 37,447,817 shares of Series FP preferred stock and immediately converted into RSUs covering an equivalent number of shares of Class C Common Stock on the closing of the IPO. The shares of Class C Common Stock will be delivered to the reporting person quarterly over the next 3 years beginning in the third quarter following the IPO.