SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dyckerhoff Stefan A

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2020

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	15,800	⁽¹⁾	D
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	8,982	⁽¹⁾	D
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,204	⁽¹⁾	D
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	44,252	⁽³⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	7,822,231	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	4,163,543	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	7,464,467	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,170,228	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	69,370	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,726,595	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series G-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	727,185	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Series Seed Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,121,351	⁽¹⁾	I	By Ltd Partnership (SHV)⁽⁴⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	614	⁽³⁾	I	By Trust⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	316,978	⁽¹⁾	I	By Trust⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	168,740	⁽¹⁾	I	By Trust⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	317,522	⁽¹⁾	I	By Trust⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	74,980	⁽¹⁾	I	By Trust⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,772	⁽¹⁾	I	By Trust⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	62,358	⁽¹⁾	I	By Trust⁽⁵⁾
Series G-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	27,838	⁽¹⁾	I	By Trust⁽⁵⁾
Series Seed Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock	46,648	⁽¹⁾	I	By Trust⁽⁵⁾

Explanation of Responses:

1. Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G-1 Preferred Stock will automatically convert 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.

2. Following the closing of the Issuer's 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 will have 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.

3. 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 represents 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.

4. Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

5. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

Remarks:

snowsad.txt

	/s/ Kanwalpreet S. Kalra, by power of attorney	09/15/2020
	** 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 5 (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.