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: McMahon John Dennis (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Class B Common Stock (71921.0)		Direct
Series B Preferred Stock	$		Class B Common Stock (25825.0)		Direct
Series C Preferred Stock	$		Class B Common Stock (53442.0)		Direct
Series A Preferred Stock	$		Class B Common Stock (71921.0)		Indirect
Series B Preferred Stock	$		Class B Common Stock (25825.0)		Indirect
Series C Preferred Stock	$		Class B Common Stock (53442.0)		Indirect
Series D Preferred Stock	$		Class B Common Stock (45718.0)		Indirect
Stock Option (Right to Buy)	$0.07	2023-09-16	Class B Common Stock (489016.0)		Direct
Stock Option (Right to Buy)	$1.41	2027-06-19	Class B Common Stock (400000.0)		Direct

Footnotes

F1: Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock will automatically convert 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: Following the closing of the Issuer's IPO, 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. 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.

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.

F6: The shares subject to the option are fully vested and immediately exercisable.

F7: The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on September 17, 2017, subject to Reporting Person's continuous service through each such vesting date.