SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Spiegel Evan

(Last)

(First)

(Middle)

C/O SNAP INC.

63 MARKET STREET

(Street)

VENICE

90291

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Snap Inc [ SNAP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/30/2017		C		739,663⁽¹⁾	A	$0.00	85,744,509	D
Class A Common Stock	12/01/2017		S		739,663⁽¹⁾	D	$13.6254⁽²⁾	85,004,846	D
Class A Common Stock								5,862,410	I	By Trust⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	$0.00	11/30/2017		C			739,663⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽⁶⁾	739,663	$0.00	142,999,112⁽⁷⁾	D
Class B Common Stock	$0.00	11/30/2017		C		739,663⁽⁴⁾		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	739,663	$0.00	739,663	D
Class B Common Stock	$0.00	11/30/2017		C			739,663⁽⁴⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	739,663	$0.00	0	D
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common	5,862,410		5,862,410	I	By Trust⁽³⁾

Explanation of Responses:

1. Represents the sale of shares to cover tax withholding obligations in connection with the settlement and release of fully-vested restricted stock units ("RSUs") granted by the issuer to the reporting person pursuant to a previously filed Restricted Stock Unit Award Agreement between the issuer and the reporting person (the "RSU Award Agreement") and reported on a Form 4 filed March 9, 2017. This sale is permitted by the reporting person under a previously filed RSU Award Agreement, which requires the satisfaction of tax withholding obligations by the reporting person.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.8311 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Shares held by an irrevocable trust over which the reporting person has voting power.

4. Represents shares of Class C Common Stock converted into shares of Class B Common Stock, which shares were subsequently converted into shares of Class A Common Stock, each at the option of the reporting person in connection with the sale of such shares to cover tax withholding obligations in connection with the settlement and release of the RSUs.

5. Each share of Class C Common Stock is convertible into one share of Class B Common Stock at the option of the reporting person or upon the transfer of such share of Class C Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). The Class C Common Stock has no expiration date.

6. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the reporting person or upon the transfer of such share of Class B Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). The Class A Common Stock and Class B Common Stock do not have expiration dates.

7. Consists of (i) 107,943,924 shares of Class C Common Stock held by the reporting person prior to the settlement of the RSUs and previously reported on a Form 4 filed on March 9, 2017; (ii) 728,022 shares of Class C Common Stock received by the reporting person upon the settlement of the RSUs (after giving effect to the conversion of a portion of such shares to Class A Common Stock as described in footnote 5 & 6); and (iii) 34,327,166 shares of Class C Common Stock issuable upon settlement of fully-vested RSUs granted by the Issuer to the reporting person on March 7, 2017, which shares will be delivered to the reporting person quarterly over the 3 years beginning in the third quarter following March 7, 2017.

Remarks:

	/s/ Seth Gottlieb, Attorney-in-fact	12/01/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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