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*
Lynton Michael
(Last) (First) (Middle)
C/O SNAP INC.
2772 DONALD DOUGLAS LOOP NORTH
(Street)
SANTA MONICA CA 90405
(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/05/2019
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)
Code V Amount (A) or (D) Price
Class A Common Stock 07/05/2019 S(1) 9,771 D $15.008(2) 68,149 D
Class A Common Stock 07/05/2019 S(3) 92,892 D $15.0147(4) 1,819,782 I By Lynton Asset LP(5)
Class A Common Stock 07/05/2019 S(6) 25,000 D $15.154(7) 28,740 I By Lynton Foundation(8)
Class A Common Stock 20,661 I By Alter Grandchildren Trust(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and his family.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.02 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. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Lynton Asset LP.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.08 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.
5. The reporting person is trustee of Lynton Asset LP. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
6. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by Lynton Foundation.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.275 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.
8. The reporting person is trustee of the Lynton Foundation. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
9. The reporting person is trustee of the Alter Grandchildren Trust. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
Remarks:
/s/ Atul Porwal, Attorney-in-fact 07/09/2019
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.