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: Lynton Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-07	Class A Common Stock	S	102670	$17.00	Disposed	190670	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-07	Series A Preferred Stock	$	C	27550	Disposed		Class B Common Stock (27550)	Indirect
2017-03-07	Series A Preferred Stock	$	C	1188930	Disposed		Class B Common Stock (1188930)	Indirect
2017-03-07	Series C Preferred Stock	$	C	293340	Disposed		Class B Common Stock (293340)	Indirect
2017-03-07	Class B Common Stock	$	C	1509820	Acquired		Class A Common Stock (1509820)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	27550	Indirect
Class A Common Stock	1060560	Indirect
Class A Common Stock	128370	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: 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.

F6: Upon closing of the IPO, each share of Series C Preferred Stock converted automatically into one share of Class B Common Stock.

F7: 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.