Brad Gerstner Form 4 Snowflake / BRAD GERSTNER 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^*

GERSTNER BRAD

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE, SUITE 4610,

(Street)

BOSTON MA 02110

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	03/01/2021		C		22,729,505	A	$0	33,206,473	I	See Footnote(1)(2)(3)
Class A Common Stock								74,837	D(4)

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	(5)(6)(7)	03/01/2021		C			22,729,505	(5)(6)(7)	(5)(6)(7)	Class A Common Stock	22,729,505	$0	0	I	See Footnote(8)(9)

1. Name and Address of Reporting Person^*

GERSTNER BRAD

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE, SUITE 4610,

(Street)

BOSTON MA 02110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Altimeter Capital Management, LP

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE, SUITE 4610,

(Street)

BOSTON MA 02110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Altimeter Capital Management General Partner, LLC

(Last) (First) (Middle)

ONE INTERNATIONAL PLACE, SUITE 4610,

(Street)

BOSTON MA 02110

(City) (State) (Zip)

Explanation of Responses:

1. These shares are directly owned by Altimeter Private Partners Fund I, L.P. ("APPF I"), Altimeter Private Partners Fund II, L.P. ("APPF II"), and Altimeter Growth Sierra Fund, L.P. ("AGSF"), Altimeter Partners Fund, L.P. ("APF"), Altimeter Growth Partners Fund III, L.P. ("AGPF III"), and Altimeter Growth Partners Fund IV, L.P. ("AGPF IV") (collectively, the "Altimeter Entities"), Altimeter Private General Partner, LLC, Altimeter Private General Partner II, LLC, and Altimeter Growth Sierra General Partner, LLC, in the amounts of 12,030,328, 4,111,818, 1,798,765, 9,126,337, 4,379,699, 774,133, 743,289, 211,156, and 30,948, respectively.

2. (Continued from footnote 1) Altimeter Private General Partner, LLC is the general partner of APPF I, Altimeter Private General Partner II, LLC is the general partner of APPF II, and Altimeter Growth Sierra General Partner, LLC is the general partner of AGSF, Altimeter General Partner, LLC is the general partner of APF, Altimeter Growth General Partner III, LLC is the general partner of AGPF III, and Altimeter Growth General Partner IV, LLC is the general partner of AGPF IV (collectively, the "Altimeter Fund GPs"). Each of the Altimeter Fund GPs has delegated share voting and investment power to Altimeter Capital Management, LP (the "Investment Manager"). The sole general partner of the Investment Manager is Altimeter Capital General Partner, LLC (the "General Partner"), and Bradley Gerstner is the sole managing principal of the Investment Manager and the General Partner, and may be deemed to share voting and investment power over these shares.

3. (Continued from footnote 2) Because of the relationship between the Investment Manager, the General Partner and Bradley Gerstner and the Altimeter Entities and the Altimeter Fund GPs, each of the Investment Manager, the General Partner and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in the Altimeter Entities and the Altimeter Fund GPs. Each of the Investment Manager, the General Partner and Bradley Gerstner disclaims any beneficial ownership of the securities held by the Altimeter Entities except to the extent of any pecuniary interest therein.

4. Mr. Gerstner holds these shares directly.

5. Each share of Class B Common Stock is convertible at any time at the option of each Reporting Person into Class A Common Stock on a 1-for-1 basis 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.

6. (Continued from footnote 6) Each share of Class B Common Stock held by each 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 such 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.

7. Effective as of 5:00 p.m. Eastern Time on March 1, 2021, the date specified by the holders of a majority of the then-outstanding shares of the Issuer's Class B Common Stock, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.

8. These shares were owned by the Altimeter Entities. Each of the Altimeter Fund GPs delegated share voting and investment power over these shares to the Investment Manager. The sole general partner of the Investment Manager is Altimeter Capital General Partner, LLC (the "General Partner"), and Bradley Gerstner is the sole managing principal of the Investment Manager and the General Partner, and may be deemed to have had share voting and investment power over these shares. Because of the relationship between the Investment Manager, the General Partner and Bradley Gerstner and the Altimeter Entities and the Altimeter Fund GPs, each of the Investment Manager, the General Partner and Bradley Gerstner may be deemed to have beneficially owned the securities reported herein to the extent of its direct or indirect pecuniary interests in the Altimeter Entities and the Altimeter Fund GPs.

9. (Continued from footnote 8) Each of the Investment Manager, the General Partner and Bradley Gerstner disclaims any beneficial ownership of the securities held by the Altimeter Entities except to the extent of any pecuniary interest therein. Please see footnotes (1), (2), and (3) for a description of the as-converted shares.

	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner	03/03/2021
	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital Management, LP	03/03/2021
	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital General Partner, LLC	03/03/2021
	** Signature of Reporting Person	Date
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