Imran Khan Form 4 Snap / Imran Khan 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^*

Khan Imran

(Last) (First) (Middle)

C/O SNAP INC.

63 MARKET STREET

(Street)

VENICE CA 90291

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2017

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	11/16/2017		C(1)		186,105	A	$0.00	10,308,770	D
Class A Common Stock	11/16/2017		S		372,210(2)	D	$12.5384(3)	9,936,560	D
Class A Common Stock	11/20/2017		C(1)		168,613	A	$0.00	10,105,173	D

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
Class B Common Stock	$0.00	11/16/2017		C(1)			186,105(4)	(5)	(6)	Class A Common Stock	186,105	$0.00	2,415,155	D
Class B Common Stock	$0.00	11/20/2017		C(1)			168,613	(5)	(6)	Class A Common Stock	168,613	$0.00	2,246,542	D

Explanation of Responses:

1. Represents shares of Class B Common Stock converted into shares of Class A Common Stock at the option of the reporting person.

2. Represents the sale of shares to cover tax withholding obligations in connection with the settlement and release of restricted stock units ("RSUs") granted by the issuer to the reporting person.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.38 to $12.67 per share, inclusive. The reporting person undertakes to provide to 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 range set forth in this footnote.

4. Represents the settlement and release of RSUs granted by the issuer to the reporting person which were subsequently converted to Class A Common Stock and sold to cover tax withholding obligations. Each RSU represents a contingent right to receive one share of issuer's Class B Common Stock.

5. As reported on a Form 3 filed on March 1, 2017, the reporting person was granted 4,729,562 RSUs, of which 10% vest once the reporting person completes 12 months of continuous service from January 16, 2015; 20% vest in equal quarterly installments during the second 12-month period of the reporting person's continuous service; 30% vest in equal quarterly installments during the third 12-month period of the reporting person's continuous service; and 40% vest in equal quarterly installments during the fourth 12-month period of the reporting person's continuous service.

6. The Class B Common Stock has no expiration date.

Remarks:

	/s/ Seth Gottlieb, Attorney-in-fact	11/20/2017
	** 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 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.
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