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 III-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III Co-Invest, L.P. (Series SF) (10% Owner)
Reporting Person: ICONIQ Strategic Partners III GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners III TT GP, Ltd. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Class A Common Stock	C	9481629	$0.00	Acquired	12114956	Direct
2021-03-01	Class A Common Stock	C	10131243	$0.00	Acquired	12944986	Indirect
2021-03-01	Class A Common Stock	C	5025665	$0.00	Acquired	6421439	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-01	Class B Common Stock	$	C	9481629	Disposed		Class A Common Stock (9481629)	Direct
2021-03-01	Class B Common Stock	$	C	10131243	Disposed		Class A Common Stock (10131243)	Indirect
2021-03-01	Class B Common Stock	$	C	5025665	Disposed		Class A Common Stock (5025665)	Indirect

Footnotes

F1: On March 1, 2021, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 9,481,629 shares of the Issuer's Class B Common Stock into 9,481,629 shares of the Issuer's Class A Common Stock.

F2: The shares are held by ICONIQ III.

F3: On March 1, 2021, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 10,131,243 shares of the Issuer's Class B Common Stock into 10,131,243 shares of the Issuer's Class A Common Stock.

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

F5: On March 1, 2021, ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF") converted in the aggregate 5,025,665 shares of the Issuer's Class B Common Stock into 5,025,665 shares of the Issuer's Class A Common Stock.

F6: The shares are held by ICONIQ SF.

F7: ICONIQ Strategic Partners GP III, L.P. ("ICONIQ GP III") is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ SF. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP III.

F8: Each of ICONIQ GP III, ICONIQ Parent GP III, Makan, and Griffith 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: 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.