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: Murphy Robert C. (Director, Chief Technology 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	91302075	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

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, 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 B Common Stock has no expiration date.