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: ICONIQ Strategic Partners III, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners IV, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners IV-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners IV GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners IV TT GP, Ltd. (10% Owner)
Reporting Person: Jacobson Matthew (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-18	Class A Common Stock	P	79040	$120.00	Acquired	79040	Indirect
2020-09-18	Class A Common Stock	P	130960	$120.00	Acquired	130960	Indirect
2020-09-18	Class A Common Stock	P	82661	$120.00	Acquired	82661	Indirect
2020-09-18	Class A Common Stock	P	127339	$120.00	Acquired	127339	Indirect
2020-09-18	Class A Common Stock	P	7	$300.00	Acquired	7	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-18	Series G-1 Preferred Stock	$	C	338993	Disposed		Class B Common Stock (338993)	Indirect
2020-09-18	Series G-1 Preferred Stock	$	C	561674	Disposed		Class B Common Stock (561674)	Indirect
2020-09-18	Class B Common Stock	$	C	338993	Acquired		Class A Common Stock (338993)	Indirect
2020-09-18	Class B Common Stock	$	C	561674	Acquired		Class A Common Stock (561674)	Indirect

Footnotes

F1: These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.

F2: The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

F3: ICONIQ Strategic Partners GP IV, L.P. ("ICONIQ GP IV") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ Parent GP IV") is the sole general partner of ICONIQ GP IV. Divesh Makan ("Makan"), William J.G. Griffith ("Griffith") and Matthew Jacobson ("Jacobson") are the sole equity holders and directors of ICONIQ Parent GP IV. ICONIQ Strategic Partners GP V, L.P. ("ICONIQ GP V") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ Parent GP V") is the sole general partner of ICONIQ GP V. Makan, Griffith and Jacobson are the sole equity holders and directors of ICONIQ Parent GP V.

F4: Each of ICONIQ GP IV, ICONIQ Parent GP IV, ICONIQ GP V, ICONIQ Parent GP V, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

F5: The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

F6: The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

F7: The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

F8: The shares are held by Griffith.

F9: Immediately prior to the consummation of the Issuer's initial public offering, each share of the Series G-1 Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis.

F10: 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 holder 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 (the "COI"). Additionally, the shares of Class B Common Stock will convert automatically into Class A Common Stock on a 1:1 basis upon the following: (1) sale or transfer of such share of Class B Common Stock, (2) on the final conversion date, as defined in the COI, and (3) as otherwise set forth in the COI.