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)
Class A Common Stock	09/18/2020		P⁽¹⁾		79,040	A	$120	79,040	I⁽²⁾⁽³⁾⁽⁴⁾	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock	09/18/2020		P⁽¹⁾		130,960	A	$120	130,960	I⁽⁵⁾⁽³⁾⁽⁴⁾	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock	09/18/2020		P⁽¹⁾		82,661	A	$120	82,661	I⁽⁶⁾⁽³⁾⁽⁴⁾	By ICONIQ Strategic Partners V, L.P.
Class A Common Stock	09/18/2020		P⁽¹⁾		127,339	A	$120	127,339	I⁽⁷⁾⁽³⁾⁽⁴⁾	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock	09/18/2020		P		7	A	$300	7	I⁽⁸⁾	By William J.G. Griffith

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 G-1 Preferred Stock	⁽⁹⁾	09/18/2020		C⁽⁹⁾			338,993	⁽⁹⁾	⁽⁹⁾	Class B Common Stock⁽⁹⁾⁽¹⁰⁾	338,993	$0.00	0	I⁽²⁾⁽³⁾⁽⁴⁾	By ICONIQ Strategic Partners IV, L.P.
Series G-1 Preferred Stock	⁽⁹⁾	09/18/2020		C⁽⁹⁾			561,674	⁽⁹⁾	⁽⁹⁾	Class B Common Stock⁽⁹⁾⁽¹⁰⁾	561,674	$0.00	0	I⁽⁵⁾⁽³⁾⁽⁴⁾	By ICONIQ Strategic Partners IV-B, L.P.
Class B Common Stock	⁽¹⁰⁾	09/18/2020		C⁽⁹⁾		338,993		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock⁽¹⁰⁾	338,993	$0.00	338,993	I⁽²⁾⁽³⁾⁽⁴⁾	By ICONIQ Strategic Partners IV, L.P.
Class B Common Stock	⁽¹⁰⁾	09/18/2020		C⁽⁹⁾		561,674		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock⁽¹⁰⁾	561,674	$0.00	561,674	I⁽⁵⁾⁽³⁾⁽⁴⁾	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^*

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. These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.

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

3. 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. ICONIQ Strategic Partners GP V, L.P. ("ICONIQ GP V") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ Parent GP V") is the sole general partner of ICONIQ GP V. Makan, Griffith and Jacobson are the sole equity holders and directors of ICONIQ Parent GP V.

4. Each of ICONIQ GP IV, ICONIQ Parent GP IV, ICONIQ GP V, ICONIQ Parent GP V, 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.

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

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

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

8. The shares are held by Griffith.

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

10. 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.

Remarks:

This Form 4 is the second 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 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	09/22/2020
	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	09/22/2020
	ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/22/2020
	ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	09/22/2020
	Matthew Jacobson, /s/ Matthew Jacobson	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).
** 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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