McMahon John Dennis Form 4 Snowflake / John Dennis McMahon 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^*

McMahon John Dennis

(Last)

(First)

(Middle)

C/O SNOWFLAKE INC.

450 CONCAR DRIVE

(Street)

SAN MATEO

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)
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)
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)

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 A Preferred Stock	⁽¹⁾	09/18/2020		C			71,921	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	71,921	$0	0	D
Series B Preferred Stock	⁽¹⁾	09/18/2020		C			25,825	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	25,825	$0	0	D
Series C Preferred Stock	⁽¹⁾	09/18/2020		C			53,442	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	53,442	$0	0	D
Series A Preferred Stock	⁽¹⁾	09/18/2020		C			71,921	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	71,921	$0	0	I	Trust⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	09/18/2020		C			25,825	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	25,825	$0	0	I	Trust⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	09/18/2020		C			53,442	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	53,442	$0	0	I	Trust⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	09/18/2020		C			45,718	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	45,718	$0	0	I	Trust⁽⁵⁾
Class B Common Stock	⁽²⁾⁽³⁾	09/18/2020		C		71,921		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	71,921	$0	71,921	D
Class B Common Stock	⁽²⁾⁽³⁾	09/18/2020		C		25,825		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	25,825	$0	97,746	D
Class B Common Stock	⁽²⁾⁽³⁾	09/18/2020		C		53,442		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	53,442	$0	151,188	D
Class B Common Stock	⁽²⁾⁽³⁾	09/18/2020		C		71,921		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	71,921	$0	71,921	I	Trust⁽⁴⁾
Class B Common Stock	⁽²⁾⁽³⁾	09/18/2020		C		25,825		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	25,825	$0	97,746	I	Trust⁽⁴⁾
Class B Common Stock	⁽²⁾⁽³⁾	09/18/2020		C		53,442		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	53,442	$0	151,188	I	Trust⁽⁴⁾
Class B Common Stock	⁽²⁾⁽³⁾	09/18/2020		C		45,718		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	45,718	$0	45,718	I	Trust⁽⁵⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D 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.

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 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 represent 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. The shares are held by The John McMahon Software Irrevocable Trust for which the Reporting Person's immediate family members are the beneficiaries.

5. The shares are held by the John McMahon 1995 Family Trust for which the Reporting Person is a trustee.

Remarks:

	/s/ Travis Shrout, Attorney-in-Fact	09/21/2020
	** 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.

McMahon John Dennis Form 4Snowflake / John Dennis McMahon ownership change