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: Lynton Michael (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	27550	Indirect
Class A Common Stock	1060560	Indirect
Class A Common Stock	128370	Indirect
Class A Common Stock	293340	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Class B Common Stock (27550)		Indirect
Series A Preferred Stock	$		Class B Common Stock (1188930)		Indirect
Series C Preferred Stock	$		Class B Common Stock (293340)		Indirect

Footnotes

F1: The reporting person is trustee of the Alter Grandchildren Trust. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

F2: The reporting person is trustee of the Lynton Asset LP. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

F3: The reporting person is trustee of the Lynton Foundation. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

F4: The reporting person has voting and dispositive power over the shares held by the entity. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

F5: Each share of Series A Preferred Stock is convertible at any time at the option of the reporting person into one share of Class B Common Stock and has no expiration date. 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 A Preferred Stock will convert automatically into one share of Class B Common Stock.

F6: Upon the closing of the IPO, 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.

F7: The Series C Preferred Stock has no expiration date. Upon closing of the IPO, each share of Series C Preferred Stock will convert automatically into one share of Class B Common Stock.