Snowflake Inc. — Director's Dealing 2024

Mar 1, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Snowflake Inc. (SNOW)
CIK: 0001640147
Period of Report: 2024-02-27

Reporting Person: Scarpelli Michael (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-27	Class A Common Stock	A	46272	—	Acquired	187300	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	560493	Indirect
Class A Common Stock	195672	Indirect
Class A Common Stock	9686	Indirect
Class A Common Stock	9686	Indirect
Class A Common Stock	9686	Indirect
Class A Common Stock	2755	Indirect
Class A Common Stock	2755	Indirect
Class A Common Stock	2755	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$8.88	2029-08-26	Class A Common Stock (2019299)	2019299	Direct
Stock Option (Right to Buy)	$207.56	2032-03-08	Class A Common Stock (69569)	69569	Direct

Footnotes

F1: Represents previously granted restricted stock units acquired following determination of the Issuer's achievement of pre-established financial performance goals for fiscal year 2024. The restricted stock units will vest over four years, with 25% vesting on March 15, 2024 and 6.25% vesting on each "Quarterly Date" thereafter, subject to the Reporting Person's continuous service through each such vesting date. Quarterly Dates are each of March 15, June 15, September 15, and December 15.

F2: Includes shares to be issued in connection with the vesting of one or more restricted stock units.

F3: Reflects the distribution of 16,725 shares from the Michael P. Scarpelli Retained Annuity Trust to the Reporting Person as an annuity payment on September 12, 2023 and the subsequent transfer of the 16,725 shares from the Reporting Person to the Scarpelli Family Trust on September 15,2023.

F4: The shares are held by the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust for which the Reporting Person is a beneficiary.

F5: The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee.

F6: The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

F7: The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Persons' child is the beneficiary.

F8: The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

F9: The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

F10: The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

F11: The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

F12: The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on August 19, 2019, subject to Reporting Person's continuous service through each such vesting date.

F13: The Reporting Person is not reporting any transactions relating to his stock options for the Issuer's Class A Common Stock and is voluntarily reporting his outstanding stock options as of the date of this report.

F14: The shares subject to the option vest in 48 equal monthly installments beginning on March 8, 2022, subject to the Reporting Person's continuous service through each such vesting date.