Jeremy Burton Form 4 Snowflake / JEREMY BURTON ownership change

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^*

BURTON JEREMY

(Last) (First) (Middle)

C/O SNOWFLAKE INC.

450 CONCAR DRIVE

(Street)

SAN MATEO CA 94402

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2021

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
Class A Common Stock	03/05/2021		J(1)		11,432	A	$0	11,432	I	Trust(2)
Class A Common Stock	03/05/2021		M		108,459	A	$0.74	108,459	D
Class A Common Stock	03/05/2021		M		13,541	A	$21.79	122,000	D
Class A Common Stock	03/05/2021		S		31,159	D	$235.287(3)	90,841	D
Class A Common Stock	03/05/2021		S		33,290	D	$236.322(4)	57,551	D
Class A Common Stock	03/05/2021		S		24,501	D	$237.714(5)	33,050	D
Class A Common Stock	03/05/2021		S		26,700	D	$238.66(6)	6,350	D
Class A Common Stock	03/05/2021		S		4,600	D	$239.393(7)	1,750	D
Class A Common Stock	03/05/2021		S		1,750	D	$240.084(8)	0	D

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
Stock Option (Right to Buy)	$0.74	03/05/2021		M			108,459	(9)	09/12/2026	Class A Common Stock	108,459	$0	319,087	D
Stock Option (Right to Buy)	$21.79	03/05/2021		M			13,541	(10)	01/21/2030	Class A Common Stock	13,541	$0	36,459	D

Explanation of Responses:

1. Represents the receipt of shares in a pro rata distribution by Sutter Hill Ventures, a California Limited Partnership to its limited partners and its general partner for no additional consideration. The Reporting Person is a limited partner of Sutter Hill Ventures, a limited partnership.

2. Shares held by The Burton Family Trust for which the Reporting Person is a trustee.

3. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $235.00 to $235.99, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set fort in these footnotes.

4. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $236.00 to $236.998, inclusive.

5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $237.00 to $237.995, inclusive.

6. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $238.01 to $238.94, inclusive.

7. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $239.01 to $239.765, inclusive.

8. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $240.01 to $240.17, inclusive.

9. The shares subject to the option are fully vested and immediately exercisable.

10. The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on January 22, 2020, subject to Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Travis Shrout, Attorney-in-Fact	03/09/2021
	** 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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