Eschenbach Carl M. Form 4 Snowflake / Carl M. Eschenbach 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^*

Eschenbach Carl M.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

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

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2020

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)
Class B Common Stock	⁽¹⁾⁽²⁾	09/21/2020		C		6,291,460		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	6,291,460	$0.00	6,291,460	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾⁽²⁾	09/21/2020		C		409,424		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	409,424	$0.00	409,424	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾⁽²⁾	09/21/2020		C		10,213,048		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	10,213,048	$0.00	10,213,048	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾⁽²⁾	09/21/2020		C		3,154,816		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	3,154,816	$0.00	3,154,816	I	Sequoia Capital Growth Fund III, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾⁽²⁾	09/21/2020		C		544,464		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	544,464	$0.00	544,464	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾⁽²⁾	09/21/2020		C		5,944		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	5,944	$0.00	5,944	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽¹⁾⁽²⁾	09/21/2020		C			6,291,460	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class B Common Stock	6,291,460	$0.00	0	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽¹⁾⁽²⁾	09/21/2020		C			409,424	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class B Common Stock	409,424	$0.00	0	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽³⁾⁽⁴⁾
Series F Preferred Stock	⁽¹⁾⁽²⁾	09/21/2020		C			10,213,048	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class B Common Stock	10,213,048	$0.00	0	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽³⁾⁽⁴⁾
Series F Preferred Stock	⁽¹⁾⁽²⁾	09/21/2020		C			3,154,816	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class B Common Stock	3,154,816	$0.00	0	I	Sequoia Capital Growth Fund III, L.P.⁽³⁾⁽⁴⁾
Series G-1 Preferred Stock	⁽¹⁾⁽²⁾	09/21/2020		C			544,464	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class B Common Stock	544,464	$0.00	0	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽³⁾⁽⁴⁾
Series G-1 Preferred Stock	⁽¹⁾⁽²⁾	09/21/2020		C			5,944	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class B Common Stock	5,944	$0.00	0	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Each share of Preferred Stock automatically converted on a one-for-one basis into Class B Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Class B Common Stock will be 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 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.

2. 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.

3. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (GGF III); (ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the GFVI Funds); and (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds).

4. (Continued from Footnote 3) SCGF III Management, LLC is a general partner of Sequoia Capital Growth Fund III, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Jung Yeon Son, Attorney-in-fact for Carl Eschenbach	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).
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Eschenbach Carl M. Form 4Snowflake / Carl M. Eschenbach ownership change