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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Snowflake Inc. [ SNOW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 502,464 | A | (1) | 502,464 | I | Trust(2) | ||
Class A Common Stock | 03/01/2021 | C | 60,000 | A | (1) | 60,000 | I | Trust(3) | ||
Class A Common Stock | 03/01/2021 | C | 43,398 | A | (1) | 43,398 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (4)(5) | 12/28/2020 | G | V | 10,150 | (4)(5) | (4)(5) | Class A Common Stock | 10,150 | $0 | 502,464 | I | Trust(2) | ||
Class B Common Stock | (1) | 03/01/2021 | C | 502,464 | (1) | (1) | Class A Common Stock | 502,464 | $0 | 0 | I | Trust(2) | |||
Class B Common Stock | (1) | 03/01/2021 | C | 60,000 | (1) | (1) | Class A Common Stock | 60,000 | $0 | 0 | I | Trust(3) | |||
Class B Common Stock | (1) | 03/01/2021 | C | 43,398 | (1) | (1) | Class A Common Stock | 43,398 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $0.65 | 03/01/2021 | J(6) | 96,154 | (7) | 11/16/2025 | Class B Common Stock | 96,154 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $0.65 | 03/01/2021 | J(6) | 96,154 | (7) | 11/16/2025 | Class A Common Stock | 96,154 | $0 | 96,154 | D | ||||
Stock Option (Right to Buy) | $0.65 | 03/01/2021 | J(6) | 37,502 | (8) | 11/16/2025 | Class B Common Stock | 37,502 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $0.65 | 03/01/2021 | J(6) | 37,502 | (8) | 11/16/2025 | Class A Common Stock | 37,502 | $0 | 37,502 | D | ||||
Stock Option (Right to Buy) | $0.74 | 03/01/2021 | J(6) | 123,000 | (9) | 01/29/2027 | Class B Common Stock | 123,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $0.74 | 03/01/2021 | J(6) | 123,000 | (9) | 01/29/2027 | Class A Common Stock | 123,000 | $0 | 123,000 | D | ||||
Stock Option (Right to Buy) | $1.41 | 03/01/2021 | J(6) | 363,462 | (10) | 08/16/2027 | Class B Common Stock | 363,462 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $1.41 | 03/01/2021 | J(6) | 363,462 | (10) | 08/16/2027 | Class A Common Stock | 363,462 | $0 | 363,462 | D | ||||
Stock Option (Right to Buy) | $3.74 | 03/01/2021 | J(6) | 125,370 | (11) | 09/18/2028 | Class B Common Stock | 125,370 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $3.74 | 03/01/2021 | J(6) | 125,370 | (11) | 09/18/2028 | Class A Common Stock | 125,370 | $0 | 125,370 | D | ||||
Stock Option (Right to Buy) | $13.48 | 03/01/2021 | J(6) | 293,602 | (12) | 12/10/2029 | Class B Common Stock | 293,602 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $13.48 | 03/01/2021 | J(6) | 293,602 | (12) | 12/10/2029 | Class A Common Stock | 293,602 | $0 | 293,602 | 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 share are held by The Degnan Family Trust for which the Reporting Person is a trustee. |
3. The shares are held by The Degnan Gift Trust for which the Reporting Person's immediate family members are the beneficiaries. |
4. At the time of this transaction, each share of Class B Common Stock was convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and had no expiration date. On any transfer of shares of Class B Common Stock, each such transferred share would have automatically converted into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. |
5. At the time of this transaction, each share of Class B Common Stock held by the Reporting Person was automatically convertible 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. Subsequent to this transaction, the shares of Class B Common Stock were automatically converted into Class A Common Stock as described in footnote 1. |
6. 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. |
7. The shares subject to the option were immediately exercisable at the time of grant and vested in 24 equal monthly installments beginning on November 1, 2017. The shares subject to the option are now fully vested. |
8. The shares subject to the option vested in 24 equal monthly installments beginning on November 1, 2017 and are now fully vested and immediately exercisable. |
9. The shares subject to the option are immediately exercisable and vest in 24 equal monthly installments beginning on November 1, 2019, subject to Reporting Person's continuous service through each such vesting date. |
10. The shares subject to the option are immediately exercisable and vest in 52 equal monthly installments beginning on July 1, 2017, subject to Reporting Person's continuous service through each such vesting date. |
11. The shares subject to the option are immediately exercisable and vest in 24 equal monthly installments beginning on November 1, 2021, subject to Reporting Person's continuous service through each such vesting date. |
12. The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on December 11, 2019, subject to Reporting Person's continuous 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. |