0001628280-20-013806.txt : 20200921 0001628280-20-013806.hdr.sgml : 20200921 20200921205720 ACCESSION NUMBER: 0001628280-20-013806 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200918 FILED AS OF DATE: 20200921 DATE AS OF CHANGE: 20200921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scarpelli Michael CENTRAL INDEX KEY: 0001402349 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201187643 MAIL ADDRESS: STREET 1: 450 CONCAR DRIVE STREET 2: 450 CONCAR DRIVE CITY: SAN MATEO STATE: CA ZIP: 94402 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 4 1 wf-form4_160073622148595.xml FORM 4 X0306 4 2020-09-18 0 0001640147 Snowflake Inc. SNOW 0001402349 Scarpelli Michael C/O SNOWFLAKE INC. 450 CONCAR DRIVE SAN MATEO CA 94402 0 1 1 0 Chief Financial Officer Series F Preferred Stock 2020-09-18 4 C 0 160558 0 D Class B Common Stock 160558.0 0 I Trust Class B Common Stock 2020-09-18 4 C 0 160558 0 A Class A Common Stock 160558.0 160558 I Trust Series F Preferred Stock 2020-09-18 4 C 0 595607 0 D Class B Common Stock 595607.0 0 I Trust Class B Common Stock 2020-09-18 4 C 0 595607 0 A Class A Common Stock 595607.0 595607 I Trust Series F Preferred Stock 2020-09-18 4 C 0 5947 0 D Class B Common Stock 5947.0 0 D Series G-1 Preferred Stock 2020-09-18 4 C 0 24594 0 D Class B Common Stock 24594.0 0 D Class B Common Stock 2020-09-18 4 C 0 5947 0 A Class A Common Stock 5947.0 125947 D Class B Common Stock 2020-09-18 4 C 0 24594 0 A Class A Common Stock 24594.0 150541 D Each share of Series F Preferred Stock and Series G-1 Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and has no expiration date. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date. 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. The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee. The shares are held by the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust for which the Reporting Person is a beneficiary. /s/ Travis Shrout, Attorney-in-Fact 2020-09-21