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: McMahon John Dennis (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-18	Series A Preferred Stock	$	C	71921	Disposed		Class B Common Stock (71921.0)	Direct
2020-09-18	Series B Preferred Stock	$	C	25825	Disposed		Class B Common Stock (25825.0)	Direct
2020-09-18	Series C Preferred Stock	$	C	53442	Disposed		Class B Common Stock (53442.0)	Direct
2020-09-18	Series A Preferred Stock	$	C	71921	Disposed		Class B Common Stock (71921.0)	Indirect
2020-09-18	Series B Preferred Stock	$	C	25825	Disposed		Class B Common Stock (25825.0)	Indirect
2020-09-18	Series C Preferred Stock	$	C	53442	Disposed		Class B Common Stock (53442.0)	Indirect
2020-09-18	Series D Preferred Stock	$	C	45718	Disposed		Class B Common Stock (45718.0)	Indirect
2020-09-18	Class B Common Stock	$	C	71921	Acquired		Class A Common Stock (71921.0)	Direct
2020-09-18	Class B Common Stock	$	C	25825	Acquired		Class A Common Stock (25825.0)	Direct
2020-09-18	Class B Common Stock	$	C	53442	Acquired		Class A Common Stock (53442.0)	Direct
2020-09-18	Class B Common Stock	$	C	71921	Acquired		Class A Common Stock (71921.0)	Indirect
2020-09-18	Class B Common Stock	$	C	25825	Acquired		Class A Common Stock (25825.0)	Indirect
2020-09-18	Class B Common Stock	$	C	53442	Acquired		Class A Common Stock (53442.0)	Indirect
2020-09-18	Class B Common Stock	$	C	45718	Acquired		Class A Common Stock (45718.0)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D 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 had 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 John McMahon Software Irrevocable Trust for which the Reporting Person's immediate family members are the beneficiaries.

F5: The shares are held by the John McMahon 1995 Family Trust for which the Reporting Person is a trustee.