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: Handman Christopher T. (General Counsel)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2070000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class B Common Stock (2070000)		Direct

Footnotes

F1: Represents 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. 10% of the RSUs will have the service-based requirement satisfied once the reporting person completes 12 months of continuous service from May 1, 2014; 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.

F2: 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 once the reporting person completes 12 months of continuous service from May 1, 2014; 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: 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 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).