Snowflake Inc. — Director's Dealing 2020

Sep 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Pullara Samuel J III (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-18	Class B Common Stock	$	C	136364.0000	Acquired		Class A Common Stock (136364.0000)	Indirect
2020-09-18	Class B Common Stock	$	C	64738.0000	Acquired		Class A Common Stock (64738.0000)	Indirect
2020-09-18	Series A Preferred Stock	$	C	136364.0000	Disposed		Class B Common Stock (136364.0000)	Indirect
2020-09-18	Series B Preferred Stock	$	C	64738.0000	Disposed		Class B Common Stock (64738.0000)	Indirect
2020-09-18	Series G-1 Preferred Stock	$	C	727185.0000	Disposed		Class B Common Stock (727185.0000)	Indirect
2020-09-18	Series Seed Preferred Stock	$	C	2121351.0000	Disposed		Class B Common Stock (2121351.0000)	Indirect

Footnotes

F1: 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 represents 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.

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: Shares held by a trust for the benefit of the reporting person's children, of which the reporting person is a trustee. The reporting person disclaims any beneficial ownership in these shares.

F4: Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, 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 had no expiration date.

F5: Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.