Snap Inc — Director's Dealing 2018

Mar 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Snap Inc (SNAP)
CIK: 0001564408
Period of Report: 2018-03-01

Reporting Person: Spiegel Evan (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	Class A Common Stock	C	1501300	$0.00	Acquired	83830471	Direct
2018-03-01	Class A Common Stock	S	1501300	$16.9061	Disposed	82329171	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-01	Class C Common Stock	$0.00	C	1501300	Disposed		Class B Common Stock (1501300)	Direct
2018-03-01	Class B Common Stock	$0.00	C	1501300	Acquired		Class A Common Stock (1501300)	Direct
2018-03-01	Class B Common Stock	$0.00	C	1501300	Disposed		Class A Common Stock (1501300)	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 (5862410)	5862410	Indirect

Footnotes

F1: Represents the sale of shares to cover tax withholding obligations in connection with the settlement and release of fully-vested restricted stock units ("RSUs") granted by the issuer to the reporting person pursuant to a previously filed Restricted Stock Unit Award Agreement between the issuer and the reporting person (the "RSU Award Agreement") and reported on a Form 4 filed March 9, 2017. This sale is permitted by the reporting person under a previously filed RSU Award Agreement, which requires the satisfaction of tax withholding obligations by the reporting person.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.66 to $17.63 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Shares held by an irrevocable trust over which the reporting person has voting power.

F4: Represents shares of Class C Common Stock converted into shares of Class B Common Stock, which shares were subsequently converted into shares of Class A Common Stock, each at the option of the reporting person in connection with the sale of such shares to cover tax withholding obligations in connection with the settlement and release of the RSUs.

F5: Each share of Class C Common Stock is convertible 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). The Class C Common Stock has no expiration date.

F6: 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 A Common Stock and Class B Common Stock do not have expiration dates.

F7: Consists of (i) 110,291,297 shares of Class C Common Stock held by the reporting person and (ii) 31,206,515 shares of Class C Common Stock issuable upon settlement of fully-vested RSUs granted by the Issuer to the reporting person on March 7, 2017, which shares will be delivered to the reporting person quarterly over the 3 years beginning in the third quarter following March 7, 2017.