Snowflake Inc. — Director's Dealing 2021

Mar 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Snowflake Inc. (SNOW)
CIK: 0001640147
Period of Report: 2021-03-01

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
2021-03-01	Class A Common Stock	C	254245	—	Acquired	418033	Indirect
2021-03-01	Class A Common Stock	C	421256	—	Acquired	692634	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Class B Common Stock	$	C	254245	Disposed		Class A Common Stock (254245)	Indirect
2021-03-01	Class B Common Stock	$	C	421256	Disposed		Class A Common Stock (421256)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	82661	Indirect
Class A Common Stock	127339	Indirect
Class A Common Stock	14774	Indirect
Class A Common Stock	14788	Indirect
Class A Common Stock	4665	Indirect

Footnotes

F1: On March 1, 2021, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 254,245 shares of the Issuer's Class B Common Stock into 254,245 shares of the Issuer's Class A Common Stock.

F2: The shares are held by ICONIQ IV.

F3: On March 1, 2021, ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") converted in the aggregate 421,256 shares of the Issuer's Class B Common Stock into 421,256 shares of the Issuer's Class A Common Stock.

F4: The shares are held by ICONIQ IV-B.

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

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

F7: 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.

F8: 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.

F9: The shares are held directly by Makan.

F10: The shares are held directly by Griffith.

F11: The shares are held directly by Jacobson.

F12: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. 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 shares of Class B Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation (the "COI"), (2) on the final conversion date, as defined in the COI, and (3) as otherwise set forth in the COI.