Snap Inc — Director's Dealing 2017

Mar 1, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Snap Inc (SNAP)
CIK: 0001564408
Period of Report: 2017-03-01

Reporting Person: Khan Imran (Chief Strategy Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10857013	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class B Common Stock (4729562)		Direct

Footnotes

F1: Includes 6,127,451 shares issuable on settlement of restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. The service-based vesting requirement will be satisfied in installments as follows: 2.5% of the RSUs will vest once the reporting person completes one year and a quarter of continuous service from January 16, 2017, and the remainder of the RSUs will vest in 39 equal quarterly installments thereafter.

F2: Includes 4,729,562 shares issuable on settlement of RSUs granted to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. 10% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the first 12-month period of reporting person's continuous service from January 16, 2015; 20% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the second 12-month period of reporting person's continuous service; 30% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the third 12-month period of reporting person's continuous service; and 40% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the fourth 12-month period of reporting person's continuous service.

F3: Represents shares issuable on settlement of RSUs granted to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class B Common Stock. 10% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the first 12-month period of reporting person's continuous service from January 16, 2015; 20% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the second 12-month period of reporting person's continuous service; 30% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the third 12-month period of reporting person's continuous service; and 40% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the fourth 12-month period of reporting person's continuous service.

F4: 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, each share of Class B Common Stock will be 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.