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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Dyckerhoff Stefan A

(Last) (First) (Middle)
755 PAGE MILL ROAD, SUITE A-200

(Street)
PALO ALTO CA

(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)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 09/18/2020 C 15,800 (2) (2) Class A Common Stock 15,800 $0.0000 15,800 D
Class B Common Stock (1) 09/18/2020 C 8,982 (2) (2) Class A Common Stock 8,982 $0.0000 24,782 D
Class B Common Stock (1) 09/18/2020 C 2,204 (2) (2) Class A Common Stock 2,204 $0.0000 26,986 D
Series C Preferred Stock (3) 09/18/2020 C 15,800 (3) (3) Class B Common Stock 15,800 $0.0000 0.0000 D
Series D Preferred Stock (3) 09/18/2020 C 8,982 (3) (3) Class B Common Stock 8,982 $0.0000 0.0000 D
Series F Preferred Stock (3) 09/18/2020 C 2,204 (3) (3) Class B Common Stock 2,204 $0.0000 0.0000 D
Class B Common Stock (1) 09/18/2020 C 7,822,231 (2) (2) Class A Common Stock 7,822,231 $0.0000 7,866,483 I By Ltd Partnership (SHV)(4)
Class B Common Stock (1) 09/18/2020 C 7,464,467 (2) (2) Class A Common Stock 7,464,467 $0.0000 15,330,950 I By Ltd Partnership (SHV)(4)
Class B Common Stock (1) 09/18/2020 C 4,163,543 (2) (2) Class A Common Stock 4,163,543 $0.0000 19,494,493 I By Ltd Partnership (SHV)(4)
Class B Common Stock (1) 09/18/2020 C 2,726,595 (2) (2) Class A Common Stock 2,726,595 $0.0000 22,221,088 I By Ltd Partnership (SHV)(4)
Class B Common Stock (1) 09/18/2020 C 2,170,228 (2) (2) Class A Common Stock 2,170,228 $0.0000 24,391,316 I By Ltd Partnership (SHV)(4)
Class B Common Stock (1) 09/18/2020 C 2,121,351 (2) (2) Class A Common Stock 2,121,351 $0.0000 26,512,667 I By Ltd Partnership (SHV)(4)
Class B Common Stock (1) 09/18/2020 C 727,185 (2) (2) Class A Common Stock 727,185 $0.0000 27,239,852 I By Ltd Partnership (SHV)(4)
Class B Common Stock (1) 09/18/2020 C 69,370 (2) (2) Class A Common Stock 69,370 $0.0000 27,309,222 I By Ltd Partnership (SHV)(4)
Class B Common Stock (1) 09/18/2020 C 317,522 (2) (2) Class A Common Stock 317,522 $0.0000 318,136 I By Trust(5)
Class B Common Stock (1) 09/18/2020 C 316,978 (2) (2) Class A Common Stock 316,978 $0.0000 635,114 I By Trust(5)
Class B Common Stock (1) 09/18/2020 C 168,740 (2) (2) Class A Common Stock 168,740 $0.0000 803,854 I By Trust(5)
Class B Common Stock (1) 09/18/2020 C 74,980 (2) (2) Class A Common Stock 74,980 $0.0000 878,834 I By Trust(5)
Class B Common Stock (1) 09/18/2020 C 62,358 (2) (2) Class A Common Stock 62,358 $0.0000 941,192 I By Trust(5)
Class B Common Stock (1) 09/18/2020 C 46,648 (2) (2) Class A Common Stock 46,648 $0.0000 987,840 I By Trust(5)
Class B Common Stock (1) 09/18/2020 C 27,838 (2) (2) Class A Common Stock 27,838 $0.0000 1,015,678 I By Trust(5)
Class B Common Stock (1) 09/18/2020 C 2,772 (2) (2) Class A Common Stock 2,772 $0.0000 1,018,450 I By Trust(5)
Series A Preferred Stock (3) 09/18/2020 C 316,978 (3) (3) Class B Common Stock 316,978 $0.0000 0.0000 I By Trust(5)
Series B Preferred Stock (3) 09/18/2020 C 168,740 (3) (3) Class B Common Stock 168,740 $0.0000 0.0000 I By Trust(5)
Series C Preferred Stock (3) 09/18/2020 C 317,522 (3) (3) Class B Common Stock 317,522 $0.0000 0.0000 I By Trust(5)
Series D Preferred Stock (3) 09/18/2020 C 74,980 (3) (3) Class B Common Stock 74,980 $0.0000 0.0000 I By Trust(5)
Series E Preferred Stock (3) 09/18/2020 C 2,772 (3) (3) Class B Common Stock 2,772 $0.0000 0.0000 I By Trust(5)
Series F Preferred Stock (3) 09/18/2020 C 62,358 (3) (3) Class B Common Stock 62,358 $0.0000 0.0000 I By Trust(5)
Series G-1 Preferred Stock (3) 09/18/2020 C 27,838 (3) (3) Class B Common Stock 27,838 $0.0000 0.0000 I By Trust(5)
Series Seed Preferred Stock (3) 09/18/2020 C 46,648 (3) (3) Class B Common Stock 46,648 $0.0000 0.0000 I By Trust(5)
Explanation of Responses:
1. 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.
2. 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.
3. 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 automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and had no expiration date.
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:
Due to technical limitations of the EDGAR filing system, which limits the number of lines per table, this filing is one of two separate Form 4 filings being made by the reporting person on the date hereof.,Multiple Forms Submitted
/s/ Kanwalpreet S. Kalra, by power of attorney 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).
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.