Lynton Michael Form 3 Snap / Michael Lynton ownership change

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^*

Lynton Michael

(Last) (First) (Middle)

C/O SNAP INC.

63 MARKET STREET

(Street)

VENICE CA 90291

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2017

3. Issuer Name and Ticker or Trading Symbol
Snap Inc [ SNAP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
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 Stock	27,550	I	By Alter Grandchildren Trust(1)
Class A Common Stock	1,060,560	I	By Lynton Asset LP(2)
Class A Common Stock	128,370	I	By Lynton Foundation(3)
Class A Common Stock	293,340	I	By entity(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series A Preferred Stock	(5)	(5)	Class B Common Stock(6)	27,550	(5)	I	By Alter Grandchildren Trust(1)
Series A Preferred Stock	(5)	(5)	Class B Common Stock(6)	1,188,930	(5)	I	By Lynton Asset LP(2)
Series C Preferred Stock	(7)	(7)	Class B Common Stock(6)	293,340	(7)	I	By entity(4)

Explanation of Responses:

1. The reporting person is trustee of the Alter Grandchildren Trust. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

2. The reporting person is trustee of the Lynton Asset LP. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

3. The reporting person is trustee of the Lynton Foundation. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

4. The reporting person has voting and dispositive power over the shares held by the entity. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

5. Each share of Series A Preferred Stock is convertible at any time at the option of the reporting person into one share of Class B Common Stock and has no expiration date. Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-215866) under the Securities Act of 1933, as amended (the "IPO"), each share of Series A Preferred Stock will convert automatically into one share of Class B Common Stock.

6. Upon the closing of the IPO, each share of Class B Common Stock will be convertible into one share of Class A Common Stock at the option of the reporting person or upon the transfer of such share of Class B Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). The Class B Common Stock has no expiration date.

7. The Series C Preferred Stock has no expiration date. Upon closing of the IPO, each share of Series C Preferred Stock will convert automatically into one share of Class B Common Stock.

Remarks:

	/s/ Seth Gottlieb, Attorney-in-fact	03/01/2017
	** 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).
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