Snowflake Inc. — Director's Dealing 2020

Sep 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Snowflake Inc. (SNOW)
CIK: 0001640147
Period of Report: 2020-09-18

Reporting Person: ICONIQ Strategic Partners III, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III Co-Invest, L.P. (Series SF) (10% Owner)
Reporting Person: ICONIQ Strategic Partners III GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III TT GP, Ltd. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-18	Series D Preferred Stock	$	C	7592342	Disposed		Class B Common Stock (7592342)	Direct
2020-09-18	Series D Preferred Stock	$	C	8112520	Disposed		Class B Common Stock (8112520)	Indirect
2020-09-18	Series E Preferred Stock	$	C	3239468	Disposed		Class B Common Stock (3239468)	Direct
2020-09-18	Series E Preferred Stock	$	C	3461416	Disposed		Class B Common Stock (3461416)	Indirect
2020-09-18	Series E Preferred Stock	$	C	6700886	Disposed		Class B Common Stock (6700886)	Indirect
2020-09-18	Series F Preferred Stock	$	C	1786190	Disposed		Class B Common Stock (1786190)	Direct
2020-09-18	Series F Preferred Stock	$	C	1908559	Disposed		Class B Common Stock (1908559)	Indirect
2020-09-18	Class B Common Stock	$	C	12618000	Acquired		Class A Common Stock (12618000)	Direct
2020-09-18	Class B Common Stock	$	C	13482495	Acquired		Class A Common Stock (13482495)	Indirect
2020-09-18	Class B Common Stock	$	C	6700886	Acquired		Class A Common Stock (6700886)	Indirect

Footnotes

F1: Immediately prior to the consummation of the Issuer's initial public offering, each share of the Series D Convertible Preferred Stock, the Series E Convertible Preferred Stock, and the Series F Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis.

F2: 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.

F3: The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

F4: ICONIQ Strategic Partners GP III, L.P. ("ICONIQ GP III") is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ SF. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP III.

F5: Each of ICONIQ GP III, ICONIQ Parent GP III, Makan, and Griffith 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.

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

F7: The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF").