SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/20/2019 | 3. Issuer Name and Ticker or Trading Symbol Snap Inc [ SNAP ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Sock | 1,560,175(1)(2)(3)(4) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Includes 607,849 shares issuable on settlement of restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. 1/39th of the RSUs will vest in equal monthly installments during the 39 month period of the reporting person's continuous service from May 15, 2019. If the reporting person dies while in continuous service, 100% of the RSUs will be deemed fully vested immediately. |
| 2. Includes 81,818 shares issuable on settlement of RSUs granted to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. 100% of the RSUs will vest on June 15, 2019. If the reporting person dies while in continuous service, 100% of the RSUs will be deemed fully vested immediately. |
| 3. Includes 28,456 shares issuable on settlement of RSUs granted to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. 1/45th of the RSUs will vest in equal monthly installments during the 45 month period of the reporting person's continuous service from May 15, 2019. If the reporting person dies while in continuous service, 100% of the RSUs will be deemed fully vested immediately. |
| 4. Includes 750,000 shares of Class A Common Stock issued to the reporting person as a restricted stock award, subject to a forfeiture condition. The forfeiture condition will lapse as to 1/16th of the shares subject to the award after the reporting person completes each quarter of continuous service from June 15, 2019. If the reporting person dies while in continuous service, the forfeiture condition will lapse immediately as to 100% of the then unvested shares. |
| Remarks: |
| /s/ Atul Porwal, Attorney-in-fact | 05/24/2019 | |
| ** 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 5 (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. | ||