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: 2020-09-21

Reporting Person: SC US (TTGP), LTD. (10% Owner)
Reporting Person: Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (10% Owner)
Reporting Person: SCGGF III - Endurance Partners Management, L.P. (10% Owner)
Reporting Person: SCGF III MANAGEMENT LLC (10% Owner)
Reporting Person: SEQUOIA CAPITAL GROWTH FUND III (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-21	Class B Common Stock	$	C	6291460	Acquired		Class A Common Stock (6291460)	Indirect
2020-09-21	Class B Common Stock	$	C	409424	Acquired		Class A Common Stock (409424)	Indirect
2020-09-21	Class B Common Stock	$	C	10213048	Acquired		Class A Common Stock (10213048)	Indirect
2020-09-21	Class B Common Stock	$	C	3154816	Acquired		Class A Common Stock (3154816)	Indirect
2020-09-21	Class B Common Stock	$	C	544464	Acquired		Class A Common Stock (544464)	Indirect
2020-09-21	Class B Common Stock	$	C	5944	Acquired		Class A Common Stock (5944)	Indirect
2020-09-21	Series E Preferred Stock	$	C	6291460	Disposed		Class B Common Stock (6291460)	Indirect
2020-09-21	Series E Preferred Stock	$	C	409424	Disposed		Class B Common Stock (409424)	Indirect
2020-09-21	Series F Preferred Stock	$	C	10213048	Disposed		Class B Common Stock (10213048)	Indirect
2020-09-21	Series F Preferred Stock	$	C	3154816	Disposed		Class B Common Stock (3154816)	Indirect
2020-09-21	Series G-1 Preferred Stock	$	C	544464	Disposed		Class B Common Stock (544464)	Indirect
2020-09-21	Series G-1 Preferred Stock	$	C	5944	Disposed		Class B Common Stock (5944)	Indirect

Footnotes

F1: Each share of Preferred Stock automatically converted on a one-for-one basis into Class B Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Class B Common Stock will be 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.

F2: 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.

F3: SC US (TTGP), Ltd. is (i) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (GGF III); (ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the GFVI Funds); and (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds).

F4: (Continued from Footnote 3) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF III, the GFVI Funds, and the GFVII Funds. SCGF III Management, LLC is a general partner of Sequoia Capital Growth Fund III, L.P., and, as a result, SCGF III Management, LLC may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Growth Fund III, L.P. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III. Each of Douglas Leone, Roelof Botha, SC US (TTGP), Ltd.,

F5: (Continued from Footnote 4) SCGGF III - Endurance Partners Management, L.P., SC U.S. Growth VI Management, L.P. and SC U.S. Growth VII Management, L.P. disclaims beneficial ownership of the shares held by GGF III, the GFVI Funds and GFVII Funds, as applicable, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. SCGF III Management, LLC disclaims beneficial ownership of the shares held by Sequoia Capital Growth Fund III, L.P., except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.