Michael L Speiser Form 5 Snowflake / Michael L Speiser ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Speiser Michael L

(Last) (First) (Middle)

755 PAGE MILL RD., SUITE A-200

(Street)

PALO ALTO CA 94304-1005

(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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/31/2022

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock	06/29/2021		G(1)	40,316	A	$0.0000	40,316	I	By Children's Tr (AMS-21)(2)
Class A Common Stock	06/29/2021		G(1)	40,316	A	$0.0000	40,316	I	By Children's Tr (ESS-21)(2)
Class A Common Stock	06/29/2021		G(1)	40,316	A	$0.0000	40,316	I	By Children's Tr (LES-21)(2)
Class A Common Stock	06/29/2021		G(1)	40,316	A	$0.0000	40,316	I	By Children's Tr (WWS-21)(2)
Class A Common Stock	06/29/2021		G(1)	161,264	A	$0.0000	161,264	I	By Irrevocable Tr (SCT-16)(2)
Class A Common Stock	06/29/2021		G(1)	161,264	D	$0.0000	0.0000	I	By Irrevocable Tr (SCT-16)(2)
Class A Common Stock	06/29/2021		G(1)	161,264	D	$0.0000	622,688	I	By Ltd Partnership (CHAT)(3)
Class A Common Stock	09/16/2021		G	156,500	D	$0.0000	2,806,025	I	By Trust (Trustees)(2)
Class A Common Stock							20,574	D(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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a non-pro rata distribution in kind of shares, without consideration, which is considered a gift for purposes of Section 16 of the Securities Exchange Act.

2. 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.

3. Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

4. Includes shares to be issued in connection with the vesting of one or more restricted stock units. The reporting person shares pecuniary interest in these shares with other parties pursuant to contractual relationships. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.

	/s/ Kanwalpreet S. Kalra, by power of attorney	02/25/2022
	** 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.
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