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: Murphy Robert C. (Director, Chief Technology Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	107302075	Direct
Class A Common Stock	5862410	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (5862410)		Indirect
Series FP Preferred Stock	$		Class C Common Stock (107943924)		Direct

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 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.

F3: Prior to the IPO, each share of Series FP 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 IPO, each share of Series FP Preferred Stock will convert automatically into one share of Class C Common Stock. After the IPO, 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). After the IPO, each share of Class B Common Stock will be convertible into one share of Class A Common Stock on the terms described in footnote (2) above.