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Filing Details

Accession Number:: 0000899243-20-025988
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-22 20:47:20
Reporting Period:: 2020-09-18

Accepted Time:: 2020-09-22 20:47:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1640147	Snowflake Inc.	SNOW	Services-Prepackaged Software (7372)	460636374

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1678064	Iconiq Strategic Partners Iii, L.p.	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1761434	Iconiq Strategic Partners Iv, L.p.	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1761522	Iconiq Strategic Partners Iv-B, L.p.	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1783518	Matthew Jacobson	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1785120	Iconiq Strategic Partners Iv Gp, L.p.	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No
1788795	Iconiq Strategic Partners Iv Tt Gp, Ltd.	C/O Iconiq Capital 394 Pacific Avenue, 2Nd Floor San Francisco CA 94111	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2020-09-18	79,040	$120.00	79,040	No	4	P	Indirect	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	Acquisiton	2020-09-18	130,960	$120.00	130,960	No	4	P	Indirect	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock	Acquisiton	2020-09-18	82,661	$120.00	82,661	No	4	P	Indirect	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock	Acquisiton	2020-09-18	127,339	$120.00	127,339	No	4	P	Indirect	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock	Acquisiton	2020-09-18	7	$300.00	7	No	4	P	Indirect	By William J.G. Griffith

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By ICONIQ Strategic Partners IV, L.P.
No	4	P	Indirect	By ICONIQ Strategic Partners IV-B, L.P.
No	4	P	Indirect	By ICONIQ Strategic Partners V, L.P.
No	4	P	Indirect	By ICONIQ Strategic Partners V-B, L.P.
No	4	P	Indirect	By William J.G. Griffith

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Series G-1 Preferred Stock	Disposition	2020-09-18	338,993	$0.00	338,993	$0.00
Class B Common Stock	Series G-1 Preferred Stock	Disposition	2020-09-18	561,674	$0.00	561,674	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2020-09-18	338,993	$0.00	338,993	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2020-09-18	561,674	$0.00	561,674	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
338,993	No	4	C	Indirect
561,674	No	4	C	Indirect

Footnotes

These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.
The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
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.
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.
The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
The shares are held by Griffith.
Immediately prior to the consummation of the Issuer's initial public offering, each share of the Series G-1 Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis.
Following the closing of the Issuer's initial public offering ("IPO"), each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation (the "COI"). 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 share of Class B Common Stock, (2) on the final conversion date, as defined in the COI, and (3) as otherwise set forth in the COI.