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^*

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. 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)

	Form filed by One Reporting Person
X	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 G-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾⁽⁴⁾	338,993	⁽⁴⁾	I⁽⁵⁾⁽²⁾⁽³⁾	By ICONIQ Strategic Partners IV, L.P.
Series G-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽¹⁾⁽⁴⁾	561,674	⁽⁴⁾	I⁽⁶⁾⁽²⁾⁽³⁾	By ICONIQ Strategic Partners IV-B, L.P.

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)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners IV, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners IV-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners IV GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners IV TT GP, Ltd.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

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)

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)

1. Name and Address of Reporting Person^*

Jacobson Matthew

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

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

3. Each of ICONIQ GP IV, ICONIQ Parent GP IV, Makan, Griffith and Jacobson 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.

4. The Series G-1 Convertible Preferred Stock is convertible at the option of the holder into Class B Common Stock on a 1:1 basis. Immediately prior to the consummation of the Issuer's initial public offering all shares of each such series of convertible preferred stock will automatically convert into Class B Common Stock.

5. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

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

Remarks:

This Form 3 is the second of two Form 3's being filed relating to the same event. The Form 3 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 3 to a maximum of 10 Reporting Persons. Each Form 3 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	09/15/2020
	ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/15/2020
	ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/15/2020
	ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/15/2020
	ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/15/2020
	Matthew Jacobson, /s/ Matthew Jacobson	09/15/2020
	Divesh Makan, /s/ Divesh Makan	09/15/2020
	William J.G. Griffith, /s/ William J.G. Griffith	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).
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