0000899243-20-025230.txt : 20200915 0000899243-20-025230.hdr.sgml : 20200915 20200915215633 ACCESSION NUMBER: 0000899243-20-025230 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200915 FILED AS OF DATE: 20200915 DATE AS OF CHANGE: 20200915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC US (TTGP), LTD. CENTRAL INDEX KEY: 0001607841 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177320 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC U.S. Growth VII Management, L.P. CENTRAL INDEX KEY: 0001742978 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177321 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. CENTRAL INDEX KEY: 0001656511 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177322 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. CENTRAL INDEX KEY: 0001656513 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177323 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOTHA ROELOF CENTRAL INDEX KEY: 0001222287 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177324 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEONE DOUGLAS M CENTRAL INDEX KEY: 0001195580 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177325 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Snowflake Inc. CENTRAL INDEX KEY: 0001640147 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 460636374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 450 CONCAR DRIVE CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 844-766-9355 MAIL ADDRESS: STREET 1: 450 CONCAR DRIVE CITY: SAN MATEO STATE: CA ZIP: 94402 FORMER COMPANY: FORMER CONFORMED NAME: Snowflake Computing, Inc. DATE OF NAME CHANGE: 20150421 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-15 0 0001640147 Snowflake Inc. SNOW 0001607841 SC US (TTGP), LTD. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001742978 SC U.S. Growth VII Management, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001656511 SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001656513 SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001222287 BOTHA ROELOF 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001195580 LEONE DOUGLAS M 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 Series E Preferred Stock Class B Common Stock 6291460 I Sequoia Capital U.S. Growth Fund VII, L.P. Series E Preferred Stock Class B Common Stock 409424 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. Series F Preferred Stock Class B Common Stock 10213048 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. Series F Preferred Stock Class B Common Stock 3154816 I Sequoia Capital Growth Fund III, L.P. Series G-1 Preferred Stock Class B Common Stock 544464 I Sequoia Capital U.S. Growth Fund VI, L.P. Series G-1 Preferred Stock Class B Common Stock 5944 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. Each share of Preferred Stock automatically converts on a one-for-one basis into Class B Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date. 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 Reporting Person 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. Each share of Class B Common Stock held by the Reporting Person will automatically convert 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) 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. SC US (TTGP), Ltd. is (i) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (GGF III); (ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the GFVI Funds); and (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF III, the GFVI Funds, and the GFVII Funds. SCGF III Management, LLC is a general partner of Sequoia Capital Growth Fund III, L.P., and, as a result, (Continued from Footnote 3) SCGF III Management, LLC may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Growth Fund III, L.P. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III. Each of Douglas Leone, Roelof Botha, SC US (TTGP), Ltd., SCGGF III - Endurance Partners Management, L.P., SC U.S. Growth VI Management, L.P. and SC U.S. Growth VII Management, L.P. disclaims beneficial ownership of the shares held by GGF III, the GFVI Funds and GFVII Funds, (Continued from Footnote 4) as applicable, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. SCGF III Management, LLC disclaims beneficial ownership of the shares held by Sequoia Capital Growth Fund III, L.P., except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Filing 1 of 3. Due to the limitations of the electronic filing system SCGGF III - Endurance Partners Management, L.P., Sequoia Capital Global Growth Fund III - Endurance Partners, L.P., SCGF III Management, LLC, Sequoia Capital Growth Fund III, L.P., SC U.S. Growth VI Management, L.P., Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P., are filing a separate Form 3. By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 2020-09-15 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P. 2020-09-15 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequioia Capital U.S. Growth Fund VII, L.P. 2020-09-15 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P. 2020-09-15 By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha 2020-09-15 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone 2020-09-15