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: Degnan Christopher William (Chief Revenue Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (512614.0)		Indirect
Class B Common Stock	$		Class A Common Stock (60000.0)		Indirect
Class B Common Stock	$		Class A Common Stock (43398.0)		Direct
Stock Option (Right to Buy)	$0.65	2025-11-16	Class B Common Stock (96154.0)		Direct
Stock Option (Right to Buy)	$0.65	2025-11-16	Class B Common Stock (37502.0)		Direct
Stock Option (Right to Buy)	$0.74	2027-01-29	Class B Common Stock (123000.0)		Direct
Stock Option (Right to Buy)	$1.41	2027-08-16	Class B Common Stock (363462.0)		Direct
Stock Option (Right to Buy)	$3.74	2028-09-18	Class B Common Stock (125370.0)		Direct
Stock Option (Right to Buy)	$13.48	2029-12-10	Class B Common Stock (293602.0)		Direct

Footnotes

F1: 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 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.

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: The share are held by The Degnan Family Trust for which the Reporting Person is a trustee.

F4: The shares are held by The Degnan Gift Trust for which the Reporting Person's immediate family members are the beneficiaries.

F5: The shares subject to the option were immediately exercisable at the time of grant and vested in 24 equal monthly installments beginning on November 1, 2017. The shares subject to the option are now fully vested.

F6: The shares subject to the option vested in 24 equal monthly installments beginning on November 1, 2017 and are now fully vested and immediately exercisable.

F7: The shares subject to the option are immediately exercisable and vest in 24 equal monthly installments beginning on November 1, 2019, subject to Reporting Person's continuous service through each such vesting date.

F8: The shares subject to the option are immediately exercisable and vest in 52 equal monthly installments beginning on July 1, 2017, subject to Reporting Person's continuous service through each such vesting date.

F9: The shares subject to the option are immediately exercisable and vest in 24 equal monthly installments beginning on November 1, 2021, subject to Reporting Person's continuous service through each such vesting date.

F10: The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on December 11, 2019, subject to Reporting Person's continuous service through each such vesting date.