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^*

ICONIQ Strategic Partners III, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2020

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

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

	Form filed by One Reporting Person
X	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)

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)
Series D Preferred Stock	⁽¹⁾	09/18/2020		C⁽¹⁾			7,592,342	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾⁽²⁾	7,592,342	$0.00	0	D⁽³⁾⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	09/18/2020		C⁽¹⁾			8,112,520	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾⁽²⁾	8,112,520	$0.00	0	I⁽⁶⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners III-B, L.P.
Series E Preferred Stock	⁽¹⁾	09/18/2020		C⁽¹⁾			3,239,468	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾⁽²⁾	3,239,468	$0.00	0	D⁽³⁾⁽⁴⁾⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	09/18/2020		C⁽¹⁾			3,461,416	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾⁽²⁾	3,461,416	$0.00	0	I⁽⁶⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners III-B, L.P.
Series E Preferred Stock	⁽¹⁾	09/18/2020		C⁽¹⁾			6,700,886	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾⁽²⁾	6,700,886	$0.00	0	I⁽⁷⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF
Series F Preferred Stock	⁽¹⁾	09/18/2020		C⁽¹⁾			1,786,190	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾⁽²⁾	1,786,190	$0.00	0	D⁽³⁾⁽⁴⁾⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	09/18/2020		C⁽¹⁾			1,908,559	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾⁽²⁾	1,908,559	$0.00	0	I⁽⁶⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners III-B, L.P.
Class B Common Stock	⁽²⁾	09/18/2020		C⁽¹⁾		12,618,000		⁽²⁾	⁽²⁾	Class A Common Stock⁽²⁾	12,618,000	$0.00	12,642,172	D⁽³⁾⁽⁴⁾⁽⁵⁾
Class B Common Stock	⁽²⁾	09/18/2020		C⁽¹⁾		13,482,495		⁽²⁾	⁽²⁾	Class A Common Stock⁽²⁾	13,482,495	$0.00	13,508,323	I⁽⁶⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners III-B, L.P.
Class B Common Stock	⁽²⁾	09/18/2020		C⁽¹⁾		6,700,886		⁽²⁾	⁽²⁾	Class A Common Stock⁽²⁾	6,700,886	$0.00	6,700,886	I⁽⁷⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III Co-Invest, L.P. (Series SF)

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners III TT GP, Ltd.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Makan Divesh

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Griffith William J.G.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Immediately prior to the consummation of the Issuer's initial public offering, each share of the Series D Convertible Preferred Stock, the Series E Convertible Preferred Stock, and the Series F Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis.

2. 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.

3. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

4. ICONIQ Strategic Partners GP III, L.P. ("ICONIQ GP III") is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ SF. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP III.

5. Each of ICONIQ GP III, ICONIQ Parent GP III, Makan, and Griffith 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.

6. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

7. The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF").

Remarks:

This Form 4 is the first of two Form 4s being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners III, L.P.

	ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/22/2020
	ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/22/2020
	ICONIQ Strategic Partners III Co-Invest, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/22/2020
	ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/22/2020
	ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/22/2020
	Divesh Makan, /s/ Divesh Makan	09/22/2020
	William J.G. Griffith, /s/ William J.G. Griffith	09/22/2020
	** 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).
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