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

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^*

McMahon John Dennis

(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)
03/01/2021

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	03/01/2021		C		151,188	A	(1)	151,188	D
Class A Common Stock	03/01/2021		C		151,188	A	(1)	151,188	I	Trust(2)
Class A Common Stock	03/01/2021		C		45,718	A	(1)	45,718	I	Trust(3)

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)	03/01/2021		C			151,188	(1)	(1)	Class A Common Stock	151,188	$0	0	D
Class B Common Stock	(1)	03/01/2021		C			151,188	(1)	(1)	Class A Common Stock	151,188	$0	0	I	Trust(2)
Class B Common Stock	(1)	03/01/2021		C			45,718	(1)	(1)	Class A Common Stock	45,718	$0	0	I	Trust(3)
Stock Option (Right to Buy)	$0.07	03/01/2021		J(4)			489,016	(5)	09/16/2023	Class B Common Stock	489,016	$0	0	D
Stock Option (Right to Buy)	$0.07	03/01/2021		J(4)		489,016		(5)	09/16/2023	Class A Common Stock	489,016	$0	489,016	D
Stock Option (Right to Buy)	$1.41	03/01/2021		J(4)			400,000	(6)	06/19/2027	Class B Common Stock	400,000	$0	0	D
Stock Option (Right to Buy)	$1.41	03/01/2021		J(4)		400,000		(6)	06/19/2027	Class A Common Stock	400,000	$0	400,000	D

Explanation of Responses:

1. Effective as of 5:00 p.m. Eastern Time on March 1, 2021, the date specified by the holders of a majority of the then-outstanding shares of the Issuer's Class B Common Stock, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.

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

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

4. In connection with the automatic conversion described in footnote 1, the outstanding options to purchase shares of Class B Common Stock that were issued under the Issuer's Amended and Restated 2012 Equity Incentive Plan remain unchanged, except that the underlying shares now represent Class A Common Stock.

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

6. The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on September 17, 2017, subject to Reporting Person'scontinuous service through each such vesting date.

Remarks:

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