Jacobson Matthew Form 4 Snowflake / Matthew Jacobson 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^*

ICONIQ Strategic Partners V, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(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)
03/05/2021

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	03/08/2021		P		2,967	A	$233.4942(1)	143,677	D(2)(10)(11)
Class A Common Stock	03/08/2021		P		4,571	A	$233.4942(1)	221,330	I(3)(10)(11)	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock	03/08/2021		P		7,636	A	$234.4353(4)	151,313	D(2)(10)(11)
Class A Common Stock	03/08/2021		P		11,763	A	$234.4353(4)	233,093	I(3)(10)(11)	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock	03/08/2021		P		1,023	A	$235	152,336	D(2)(10)(11)
Class A Common Stock	03/08/2021		P		1,577	A	$235	234,670	I(3)(10)(11)	By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock								12,114,956	I(5)(10)(11)	By ICONIQ Strategic Partners III, L.P.
Class A Common Stock								12,944,986	I(6)(10)(11)	By ICONIQ Strategic Partners III-B, L.P.
Class A Common Stock								6,421,439	I(7)(10)(11)	By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF
Class A Common Stock								418,033	I(8)(10)(11)	By ICONIQ Strategic Partners IV, L.P.
Class A Common Stock								692,634	I(9)(10)(11)	By ICONIQ Strategic Partners IV-B, L.P.
Class A Common Stock								14,774	I(10)(11)(12)	By Divesh Makan
Class A Common Stock								14,788	I(10)(11)(13)	By William J.G. Griffith
Class A Common Stock								4,665	I(10)(11)(14)	By Matthew Jacobson

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners V, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners V-B, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners V GP, L.P.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners V TT GP, Ltd.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Makan Divesh

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Griffith William J.G.

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Jacobson Matthew

(Last) (First) (Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $233.00 to $233.96. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

2. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

3. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").

4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $234.00 to $234.995. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.

5. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").

6. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").

7. The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF").

8. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

9. The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

10. ICONIQ Strategic Partners GP III, L.P. ("ICONIQ III GP") is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ SF. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ III GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP III. ICONIQ Strategic Partners GP IV, L.P. ("ICONIQ GP IV") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ Parent GP IV") is the sole general partner of ICONIQ GP IV. ICONIQ Strategic Partners GP V, L.P. ("ICONIQ GP V") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ Parent GP V") is the sole general partner of ICONIQ GP V. Makan, Griffith and Jacobson are the sole equity holders and directors of each of ICONIQ Parent GP IV and ICONIQ Parent GP V.

11. Each of ICONIQ III GP, ICONIQ Parent GP III, ICONIQ GP IV, ICONIQ Parent GP IV, ICONIQ GP V, ICONIQ Parent GP V, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

12. The shares are held directly by Makan.

13. The shares are held directly by Griffith.

14. The shares are held directly by Jacobson.

Remarks:

This Form 4 is the second of two Forms 4 being filed. The Form 4 has been split into two filings because there are more than 30 entries to report in Table I, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 entries in each table.

	ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	03/09/2021
	ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	03/09/2021
	ICONIQ Strategic Partners V GP, L.P., ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	03/09/2021
	ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster	03/09/2021
	Divesh Makan /s/ Divesh Makan	03/09/2021
	William J.G. Griffith /s/ William J.G. Griffith	03/09/2021
	Matthew Jacobson /s/ Matthew Jacobson	03/09/2021
	** Signature of Reporting Person	Date
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