Snowflake Inc. — Director's Dealing 2020

Sep 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Scarpelli Michael (Chief Financial Officer, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-18	Series F Preferred Stock	$	C	160558	Disposed		Class B Common Stock (160558.0)	Indirect
2020-09-18	Class B Common Stock	$	C	160558	Acquired		Class A Common Stock (160558.0)	Indirect
2020-09-18	Series F Preferred Stock	$	C	595607	Disposed		Class B Common Stock (595607.0)	Indirect
2020-09-18	Class B Common Stock	$	C	595607	Acquired		Class A Common Stock (595607.0)	Indirect
2020-09-18	Series F Preferred Stock	$	C	5947	Disposed		Class B Common Stock (5947.0)	Direct
2020-09-18	Series G-1 Preferred Stock	$	C	24594	Disposed		Class B Common Stock (24594.0)	Direct
2020-09-18	Class B Common Stock	$	C	5947	Acquired		Class A Common Stock (5947.0)	Direct
2020-09-18	Class B Common Stock	$	C	24594	Acquired		Class A Common Stock (24594.0)	Direct

Footnotes

F1: Each share of Series F Preferred Stock and Series G-1 Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and has no expiration date.

F2: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date. 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.

F3: Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock; (2) the death of the Reporting Person; and (3) on the final conversion date, defined as the earlier of (a) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock; (b) the seventh anniversary of the effectiveness of the registration statement in connection with the Issuer's IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

F4: The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee.

F5: The shares are held by the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust for which the Reporting Person is a beneficiary.