Snowflake Form 4 / Michael Scarpelli 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^*

Scarpelli Michael

(Last)

(First)

(Middle)

C/O SNOWFLAKE INC.

106 EAST BABCOCK STREET, SUITE 3A

(Street)

BOZEMAN

59715

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2021

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)
Class A Common Stock	12/08/2021		M		60,000	A	$8.88	184,895	D
Class A Common Stock	12/08/2021		S⁽¹⁾		776	D	$353.71⁽²⁾	184,119	D
Class A Common Stock	12/08/2021		S⁽¹⁾		900	D	$354.852⁽³⁾	183,219	D
Class A Common Stock	12/08/2021		S⁽¹⁾		1,475	D	$357.149⁽⁴⁾	181,744	D
Class A Common Stock	12/08/2021		S⁽¹⁾		2,135	D	$358.137⁽⁵⁾	179,609	D
Class A Common Stock	12/08/2021		S⁽¹⁾		2,530	D	$359.297⁽⁶⁾	177,079	D
Class A Common Stock	12/08/2021		S⁽¹⁾		1,756	D	$360.315⁽⁷⁾	175,323	D
Class A Common Stock	12/08/2021		S⁽¹⁾		6,919	D	$361.228⁽⁸⁾	168,404	D
Class A Common Stock	12/08/2021		S⁽¹⁾		5,000	D	$362.456⁽⁹⁾	163,404	D
Class A Common Stock	12/08/2021		S⁽¹⁾		1,943	D	$363.584⁽¹⁰⁾	161,461	D
Class A Common Stock	12/08/2021		S⁽¹⁾		2,190	D	$364.824⁽¹¹⁾	159,271	D
Class A Common Stock	12/08/2021		S⁽¹⁾		900	D	$365.927⁽¹²⁾	158,371	D
Class A Common Stock	12/08/2021		S⁽¹⁾		2,600	D	$367.003⁽¹³⁾	155,771	D
Class A Common Stock	12/08/2021		S⁽¹⁾		900	D	$368.272⁽¹⁴⁾	154,871	D
Class A Common Stock	12/08/2021		S⁽¹⁾		3,208	D	$369.97⁽¹⁵⁾	151,663	D
Class A Common Stock	12/08/2021		S⁽¹⁾		5,495	D	$370.732⁽¹⁶⁾	146,168	D
Class A Common Stock	12/08/2021		S⁽¹⁾		12,338	D	$371.927⁽¹⁷⁾	133,830	D
Class A Common Stock	12/08/2021		S⁽¹⁾		8,435	D	$372.782⁽¹⁸⁾	125,395	D
Class A Common Stock	12/08/2021		S⁽¹⁾		500	D	$373.588⁽¹⁹⁾	124,895	D
Class A Common Stock								589,499	I	Trust⁽²⁰⁾
Class A Common Stock								166,666	I	Trust⁽²¹⁾
Class A Common Stock								9,686	I	Trust⁽²²⁾
Class A Common Stock								2,755	I	Trust⁽²³⁾
Class A Common Stock								9,686	I	Trust⁽²⁴⁾
Class A Common Stock								2,755	I	Trust⁽²⁵⁾
Class A Common Stock								9,686	I	Trust⁽²⁶⁾
Class A Common Stock								2,755	I	Trust⁽²⁷⁾

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)
Stock Option (Right to Buy)	$8.88	12/08/2021		M			60,000	⁽²⁸⁾	08/26/2029	Class A Common Stock	60,000	$0	3,119,299	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.

2. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $353.23 to $353.95, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in these footnotes.

3. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $354.69 to $354.99, inclusive.

4. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $356.51 to $357.40, inclusive.

5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $357.53 to $358.51, inclusive.

6. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $358.78 to $359.54, inclusive.

7. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $359.88 to $360.80, inclusive.

8. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $360.92 to $361.86, inclusive.

9. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $362.00 to $362.98, inclusive.

10. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $363.03 to $363.86, inclusive.

11. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $364.35 to $365.30, inclusive.

12. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $365.57 to $366.24, inclusive.

13. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $366.63 to $367.33, inclusive.

14. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $367.69 to $368.58, inclusive.

15. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $369.31 to $370.31, inclusive.

16. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $370.36 to $371.35, inclusive.

17. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $371.40 to $372.40, inclusive.

18. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $372.41 to $373.36, inclusive.

19. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $373.43 to $373.93, inclusive.

20. The shares are held by the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust for which the Reporting Person is a beneficiary.

21. The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee.

22. The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

23. The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

24. The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

25. The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

26. The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

27. The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

28. The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on August 19, 2019, subject to the Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Travis Shrout, Attorney-in-Fact	12/10/2021
	** 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.

Snowflake (SNOW) Form 4Snowflake / Michael Scarpelli ownership change