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*
(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) 08/03/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 08/03/2021 | J(1) | 676,145 | D | (1) | 11,438,811 | D(2)(7)(8)(9) | |||
| Class A Common Stock | 08/03/2021 | J(3) | 722,470 | D | (3) | 12,222,516 | I(4)(7)(8)(9) | By ICONIQ Strategic Partners III-B, L.P. | ||
| Class A Common Stock | 08/03/2021 | J(5) | 358,385 | D | (5) | 6,063,054 | I(6)(7)(8)(9) | By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF | ||
| Class A Common Stock | 08/03/2021 | J(1)(3)(5) | 28,547 | A | (1)(3)(5) | 43,321 | I(7)(8)(9)(10) | By Divesh Makan | ||
| Class A Common Stock | 08/03/2021 | J(1)(3)(5) | 28,560 | A | (1)(3)(5) | 43,348 | I(7)(8)(9)(11) | By William J.G. Griffith | ||
| Class A Common Stock | 08/03/2021 | J(1)(3)(5) | 11,093 | A | (1)(3)(5) | 15,758 | I(7)(8)(9)(12) | By Matthew Jacobson | ||
| Class A Common Stock | 418,033 | I(7)(8)(9)(13) | By ICONIQ Strategic Partners IV, L.P. | |||||||
| Class A Common Stock | 692,634 | I(7)(8)(9)(14) | By ICONIQ Strategic Partners IV-B, L.P. | |||||||
| Class A Common Stock | 202,312 | I(7)(8)(9)(15) | By ICONIQ Strategic Partners V, L.P. | |||||||
| Class A Common Stock | 311,657 | I(7)(8)(9)(16) | By ICONIQ Strategic Partners V-B, L.P. | |||||||
| 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 | ||||||||
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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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. On August 3, 2021, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 676,145 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 2. The shares are held by ICONIQ III. |
| 3. On August 3, 2021, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") distributed, for no consideration, in the aggregate 722,470 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 4. The shares are held by ICONIQ III-B. |
| 5. On August 3, 2021, ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF") distributed, for no consideration, in the aggregate 358,385 shares of the Issuer's Class A Common Stock (the "ICONIQ SF Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ SF Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ SF Shares it received in the distribution by ICONIQ SF to its partners, representing each such partner's pro rata interest in such ICONIQ SF Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 6. The shares are held by ICONIQ SF. |
| 7. 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. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders and directors of ICONIQ Parent 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. |
| 8. (Continued from Footnote 7) ("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 ICONIQ Parent GP V. |
| 9. 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. |
| 10. These shares are held directly by Makan. Includes ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ SF Shares received in the distributions described in footnotes (1), (3) and (5) above. |
| 11. These shares are held directly by Griffith. Includes ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ SF Shares received in the distributions described in footnotes (1), (3) and (5) above. |
| 12. These shares are held directly by Jacobson. Includes ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ SF Shares received in the distributions described in footnotes (1), (3) and (5) above. |
| 13. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"). |
| 14. The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). |
| 15. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). |
| 16. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). |
| Remarks: |
| ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | 08/05/2021 | |
| ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | 08/05/2021 | |
| ICONIQ Strategic Partners III Co-Invest, L.P., Series SF, ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | 08/05/2021 | |
| ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | 08/05/2021 | |
| ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | 08/05/2021 | |
| Divesh Makan, /s/ Divesh Makan | 08/05/2021 | |
| William J.G. Griffith, /s/ William J.G. Griffith | 08/05/2021 | |
| Matthew Jacobson, /s/ Matthew Jacobson | 08/05/2021 | |
| ** 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. | ||