Snowflake Inc. — Director's Dealing 2020

Sep 15, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Snowflake Inc. (SNOW)
CIK: 0001640147
Period of Report: 2020-09-15

Reporting Person: ICONIQ Strategic Partners III, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners IV, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners IV-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners IV GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners IV TT GP, Ltd. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)
Reporting Person: Jacobson Matthew (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series G-1 Convertible Preferred Stock	$		Class B Common Stock (338993)		Indirect
Series G-1 Convertible Preferred Stock	$		Class B Common Stock (561674)		Indirect

Footnotes

F1: Following the closing of the Issuer's initial public offering ("IPO"), each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation (the "COI"). Additionally, the shares of Class B Common Stock will convert automatically into Class A Common Stock on a 1:1 basis upon the following: (1) sale or transfer of such share of Class B Common Stock, (2) on the final conversion date, as defined in the COI, and (3) as otherwise set forth in the COI.

F2: ICONIQ Strategic Partners GP IV, L.P. ("ICONIQ GP IV") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ Parent GP IV") is the sole general partner of ICONIQ GP IV. Divesh Makan ("Makan"), William J.G. Griffith ("Griffith") and Matthew Jacobson ("Jacobson") are the sole equity holders and directors of ICONIQ Parent GP IV.

F3: Each of ICONIQ GP IV, ICONIQ Parent GP IV, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F4: The Series G-1 Convertible Preferred Stock is convertible at the option of the holder into Class B Common Stock on a 1:1 basis. Immediately prior to the consummation of the Issuer's initial public offering all shares of each such series of convertible preferred stock will automatically convert into Class B Common Stock.

F5: The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

F6: The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").