| 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) 09/21/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | (1)(2) | 09/21/2020 | C | 6,291,460 | (1)(2) | (1)(2) | Class A Common Stock | 6,291,460 | $0.00 | 6,291,460 | I | Sequoia Capital U.S. Growth Fund VII, L.P.(3)(4)(5) | |||
| Class B Common Stock | (1)(2) | 09/21/2020 | C | 409,424 | (1)(2) | (1)(2) | Class A Common Stock | 409,424 | $0.00 | 409,424 | I | Sequoia Capital U.S. Growth VII Principals Fund, L.P.(3)(4)(5) | |||
| Class B Common Stock | (1)(2) | 09/21/2020 | C | 10,213,048 | (1)(2) | (1)(2) | Class A Common Stock | 10,213,048 | $0.00 | 10,213,048 | I | Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(3)(4)(5) | |||
| Class B Common Stock | (1)(2) | 09/21/2020 | C | 3,154,816 | (1)(2) | (1)(2) | Class A Common Stock | 3,154,816 | $0.00 | 3,154,816 | I | Sequoia Capital Growth Fund III, L.P.(3)(4)(5) | |||
| Class B Common Stock | (1)(2) | 09/21/2020 | C | 544,464 | (1)(2) | (1)(2) | Class A Common Stock | 544,464 | $0.00 | 544,464 | I | Sequoia Capital U.S. Growth Fund VI, L.P.(3)(4)(5) | |||
| Class B Common Stock | (1)(2) | 09/21/2020 | C | 5,944 | (1)(2) | (1)(2) | Class A Common Stock | 5,944 | $0.00 | 5,944 | I | Sequoia Capital U.S. Growth VI Principals Fund, L.P.(3)(4)(5) | |||
| Series E Preferred Stock | (1)(2) | 09/21/2020 | C | 6,291,460 | (1)(2) | (1)(2) | Class B Common Stock | 6,291,460 | $0.00 | 0 | I | Sequoia Capital U.S. Growth Fund VII, L.P.(3)(4)(5) | |||
| Series E Preferred Stock | (1)(2) | 09/21/2020 | C | 409,424 | (1)(2) | (1)(2) | Class B Common Stock | 409,424 | $0.00 | 0 | I | Sequoia Capital U.S. Growth VII Principals Fund, L.P.(3)(4)(5) | |||
| Series F Preferred Stock | (1)(2) | 09/21/2020 | C | 10,213,048 | (1)(2) | (1)(2) | Class B Common Stock | 10,213,048 | $0.00 | 0 | I | Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(3)(4)(5) | |||
| Series F Preferred Stock | (1)(2) | 09/21/2020 | C | 3,154,816 | (1)(2) | (1)(2) | Class B Common Stock | 3,154,816 | $0.00 | 0 | I | Sequoia Capital Growth Fund III, L.P.(3)(4)(5) | |||
| Series G-1 Preferred Stock | (1)(2) | 09/21/2020 | C | 544,464 | (1)(2) | (1)(2) | Class B Common Stock | 544,464 | $0.00 | 0 | I | Sequoia Capital U.S. Growth Fund VI, L.P.(3)(4)(5) | |||
| Series G-1 Preferred Stock | (1)(2) | 09/21/2020 | C | 5,944 | (1)(2) | (1)(2) | Class B Common Stock | 5,944 | $0.00 | 0 | I | Sequoia Capital U.S. Growth VI Principals Fund, L.P.(3)(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Preferred Stock automatically converted on a one-for-one basis into Class B Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date. On any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation. |
| 2. Each share of Class B Common Stock held by the Reporting Person will automatically convert 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. |
| 3. SC US (TTGP), Ltd. is (i) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (GGF III); (ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the GFVI Funds); and (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds). |
| 4. (Continued from Footnote 3) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF III, the GFVI Funds, and the GFVII Funds. SCGF III Management, LLC is a general partner of Sequoia Capital Growth Fund III, L.P., and, as a result, SCGF III Management, LLC may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Growth Fund III, L.P. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III. Each of Douglas Leone, Roelof Botha, SC US (TTGP), Ltd., |
| 5. (Continued from Footnote 4) SCGGF III - Endurance Partners Management, L.P., SC U.S. Growth VI Management, L.P. and SC U.S. Growth VII Management, L.P. disclaims beneficial ownership of the shares held by GGF III, the GFVI Funds and GFVII Funds, as applicable, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. SCGF III Management, LLC disclaims beneficial ownership of the shares held by Sequoia Capital Growth Fund III, L.P., except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| Remarks: |
| Filing 2 of 3. Due to the limitations of the electronic filing system SC U.S. Growth VII Management, L.P., Sequoia Capital U.S. Growth Fund VII, L.P., Sequoia Capital U.S. Growth VII Principals Fund, L.P., SC U.S. Growth VI Management, L.P., Sequoia Capital U.S. Growth Fund VI, L.P., Sequoia Capital U.S. Growth VI Principals Fund, L.P., Roelof Botha and Douglas Leone are filing a separate Form 4. |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. | 09/21/2020 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGGF III - Endurance Partners Management, L.P. | 09/21/2020 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGGF III - Endurance Partners Management, L.P., the General Partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. | 09/21/2020 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SCGF III Management, LLC | 09/21/2020 | |
| /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SCGF III Management, LLC, the General Partner of Sequoia Capital Growth Fund III, L.P. | 09/21/2020 | |
| ** 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. | ||
