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: LASKY MITCHELL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-07	Class A Common Stock	S	20000000	$17.00	Disposed	45799720	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-07	Series A Preferred Stock	$	C	59947720	Disposed		Class B Common Stock (59947720)	Indirect
2017-03-07	Series B Preferred Stock	$	C	5852000	Disposed		Class B Common Stock (5852000)	Indirect
2017-03-07	Class B Common Stock	$	C	65799720	Acquired		Class A Common Stock (65799720)	Indirect

Footnotes

F1: Shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mr. Lasky, and Steven M. Spurlock, the managing members of BCMC VII, may be deemed to have shared power to vote these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).

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 Series A Preferred Stock converted automatically into one share of Class B Common Stock.

F3: Upon the closing of the IPO, each share of Series B Preferred Stock converted automatically into one share of Class B Common Stock.

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.