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: Slootman Frank (Director, CEO and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Class A Common Stock	C	74367	—	Acquired	74367	Direct
2021-03-01	Class A Common Stock	C	1349106	—	Acquired	1349106	Indirect
2021-03-01	Class A Common Stock	C	100000	—	Acquired	100000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-28	Class B Common Stock	$	G	1349106	Disposed		Class A Common Stock (1349106.0)	Direct
2021-03-01	Class B Common Stock	$	C	74367	Disposed		Class A Common Stock (74367.0)	Direct
2020-12-28	Class B Common Stock	$	G	1349106	Acquired		Class A Common Stock (1349106.0)	Indirect
2021-03-01	Class B Common Stock	$	C	1349106	Disposed		Class A Common Stock (1349106.0)	Indirect
2021-03-01	Class B Common Stock	$	C	100000	Disposed		Class A Common Stock (100000.0)	Indirect
2021-03-01	Stock Option (Right to Buy)	$8.88	J	13677476	Disposed	2029-05-28	Class B Common Stock (13677476.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$8.88	J	13677476	Acquired	2029-05-28	Class A Common Stock (13677476.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$8.88	J	41291	Disposed	2029-05-28	Class B Common Stock (41291.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$8.88	J	41291	Acquired	2029-05-28	Class A Common Stock (41291.0)	Direct

Footnotes

F1: Effective as of 5:00 p.m. Eastern Time on March 1, 2021, the date specified by the holders of a majority of the then-outstanding shares of the Issuer's Class B Common Stock, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.

F2: The shares are held by the Slootman Living Trust dated 9/8/1999 for which the Reporting Person is a trustee.

F3: The shares are held by the Slootman Family 2019 Extended Family Trust for which Reporting Person is a trustee.

F4: At the time of this transaction, each share of Class B Common Stock was convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and had no expiration date. On any transfer of shares of Class B Common Stock, each such transferred share would have automatically converted into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.

F5: At the time of this transaction, each share of Class B Common Stock held by the Reporting Person was automatically convertible 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. Subsequent to this transaction, the shares of Class B Common Stock were automatically converted into Class A Common Stock as described in footnote 1.

F6: In connection with the automatic conversion described in footnote 1, the outstanding options to purchase shares of Class B Common Stock that were issued under the Issuer's Amended and Restated 2012 Equity Incentive Plan remain unchanged, except that the underlying shares now represent Class A Common Stock.

F7: The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on April 26, 2019, subject to Reporting Person's continuous service through each such vesting date.

F8: The shares subject to the option vest in 48 equal monthly installments beginning on April 26, 2019, subject to Reporting Person's continuous service through each such vesting date.