Snowflake (SNOW) Form 4 Snowflake / Frank Slootman 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^*

Slootman Frank

(Last) (First) (Middle)

C/O SNOWFLAKE INC.

106 EAST BABCOCK STREET, SUITE 3A

(Street)

BOZEMAN MT 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2023

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/13/2023		M(1)		9,480	A	$8.88	195,163(2)	D
Class A Common Stock	07/13/2023		S(1)		950	D	$177.358(3)	194,213(2)	D
Class A Common Stock	07/13/2023		S(1)		950	D	$178.372(4)	193,263(2)	D
Class A Common Stock	07/13/2023		S(1)		1,000	D	$179.323(5)	192,263(2)	D
Class A Common Stock	07/13/2023		S(1)		1,000	D	$180.451(6)	191,263(2)	D
Class A Common Stock	07/13/2023		S(1)		3,000	D	$181.651(7)	188,263(2)	D
Class A Common Stock	07/13/2023		S(1)		1,700	D	$182.354(8)	186,563(2)	D
Class A Common Stock	07/13/2023		S(1)		880	D	$183.746(9)	185,683(2)	D
Class A Common Stock								16,300	I	Trust(10)
Class A Common Stock								83,014	I	Foundation(11)
Class A Common Stock								767,292	I	Trust(12)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$8.88	07/13/2023		M(1)			9,480	(13)	05/28/2029	Class A Common Stock	9,480	$0	11,878,696	D

Explanation of Responses:

1. The exercise and sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 22, 2023.

2. Includes shares to be issued in connection with the vesting of one or more restricted stock units.

3. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $176.860 to $177.770 , 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.

4. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $177.890 to $178.845, inclusive.

5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $179.000 to $179.860, inclusive.

6. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $180.000 to $180.930 , inclusive.

7. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $181.060 to $182.050 , inclusive.

8. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $182.090 to $182.560 , inclusive.

9. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $183.220 to $183.990 , inclusive.

10. The shares are held by the Slootman Grandchildren's Trust dated 7/28/2022 for which the Reporting Person is a trustee.

11. The shares are held by the Slootman Family Foundation dated 11/24/2010 for which the Reporting Person is deemed to have voting and investment power over the shares held by the Slootman Family Foundation, but has no personal pecuniary interest in these shares.

12. The shares are held by the Slootman Living Trust dated 9/8/1999 for which the Reporting Person is a trustee.

13. The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on April 26, 2019, subject to the Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Philip Reuther, Attorney-in-Fact	07/14/2023
	** 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).
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