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: Dageville Benoit (Director, President of Products)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Class A Common Stock	C	6238500	—	Acquired	6238500	Indirect
2021-03-01	Class A Common Stock	C	350000	—	Acquired	350000	Indirect
2021-03-01	Class A Common Stock	C	50000	—	Acquired	50000	Indirect
2021-03-01	Class A Common Stock	C	50000	—	Acquired	50000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-28	Class B Common Stock	$	G	11500	Disposed		Class A Common Stock (11500.0)	Indirect
2021-03-01	Class B Common Stock	$	C	6238500	Disposed		Class A Common Stock (6238500.0)	Indirect
2021-03-01	Class B Common Stock	$	C	350000	Disposed		Class A Common Stock (350000.0)	Indirect
2021-03-01	Class B Common Stock	$	C	50000	Disposed		Class A Common Stock (50000.0)	Indirect
2021-03-01	Class B Common Stock	$	C	50000	Disposed		Class A Common Stock (50000.0)	Indirect
2021-03-01	Stock Option (Right to Buy)	$0.26	J	300000	Disposed	2025-01-13	Class B Common Stock (300000.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$0.26	J	300000	Acquired	2025-01-13	Class A Common Stock (300000.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$0.74	J	320000	Disposed	2027-01-29	Class B Common Stock (320000.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$0.74	J	320000	Acquired	2027-01-29	Class A Common Stock (320000.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$0.74	J	640000	Disposed	2027-02-07	Class B Common Stock (640000.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$0.74	J	640000	Acquired	2027-02-07	Class A Common Stock (640000.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$13.48	J	400000	Disposed	2029-12-10	Class B Common Stock (400000.0)	Direct
2021-03-01	Stock Option (Right to Buy)	$13.48	J	400000	Acquired	2029-12-10	Class A Common Stock (400000.0)	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: Shares held by The Snow Trust UTA dated 9/10/19 for which Reporting Person is a trustee.

F3: Shares held by The Snow 2020 Grantor Retained Annuity Trust UTA dated March 24, 2020 for which Reporting Person is a trustee.

F4: Shares held by The Cedric Dageville GST Exempt Trust created under the Snow 2020 Irrevocable Trust UTA dated March 24, 2020 for which Reporting Person is a trustee.

F5: Shares held by The Marine Dageville GST Exempt Trust created under the Snow 2020 Irrevocable Trust UTA dated March 24, 2020 for which Reporting Person is a trustee.

F6: 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.

F7: 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) nine months after 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.

F8: 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.

F9: The shares subject to the option are fully vested and immediately exercisable.

F10: The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on December 11, 2019, subject to Reporting Person's continuous service through each such vesting date.