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) 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)
| 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 Stock | 10,857,013(1)(2) | 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 | ||||
Class B Common Stock | (3) | (4) | Class B Common Stock | 4,729,562 | (4) | D |
Explanation of Responses: |
1. Includes 6,127,451 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. The service-based vesting requirement will be satisfied in installments as follows: 2.5% of the RSUs will vest once the reporting person completes one year and a quarter of continuous service from January 16, 2017, and the remainder of the RSUs will vest in 39 equal quarterly installments thereafter. |
2. Includes 4,729,562 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. 10% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the first 12-month period of reporting person's continuous service from January 16, 2015; 20% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the second 12-month period of reporting person's continuous service; 30% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the third 12-month period of reporting person's continuous service; and 40% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the fourth 12-month period of reporting person's continuous service. |
3. Represents 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 B Common Stock. 10% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the first 12-month period of reporting person's continuous service from January 16, 2015; 20% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the second 12-month period of reporting person's continuous service; 30% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the third 12-month period of reporting person's continuous service; and 40% of the RSUs will have the service-based requirement satisfied in equal quarterly installments during the fourth 12-month period of reporting person's continuous service. |
4. 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, 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. |
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). | ||
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. |