Accession Number: | 0001104659-20-140181 |
Date: | 2020-12-21 |
Issuer: | SNOWFLAKE INC. (SNOW) |
Original Submission Date: |
GERSTNER BRAD
ONE INTERNATIONAL PLACE, SUITE 4610,
BOSTON, MA 02110
ALTIMETER CAPITAL MANAGEMENT, LP
ONE INTERNATIONAL PLACE, SUITE 4610,
BOSTON, MA 02110
ALTIMETER CAPITAL MANAGEMENT GENERAL PARTNER, LLC
ONE INTERNATIONAL PLACE, SUITE 4610,
BOSTON, MA 02110
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
CLASS A COMMON STOCK | 2020-12-21 | C | 3,465,041 | a | $0.00 | 3,885,041 | indirect | f1,f2 | |
CLASS A COMMON STOCK | 2020-12-23 | C | 5,606,534 | a | $0.00 | 9,491,575 | indirect | f3,f4 |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
---|---|---|---|---|---|---|---|---|---|---|---|---|
CLASS B COMMON STOCK | 0.0 | 2020-12-21 | deemed execution date | C | 3,465,041 (d) | class a common stock 3,465,041 | $0.00 | 32,821,266 | indirect | see footnote | ||
CLASS B COMMON STOCK | 0.0 | 2020-12-23 | deemed execution date | C | 5,606,534 (d) | class a common stock 5,606,534 | $0.00 | 27,214,732 | indirect | see footnote |
ID | footnote |
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f1 | these shares are directly owned by 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") in the amounts of 2,596,584, 1,094,924, and 193,553, respectively. 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 is the general partner of agpf iv and each of these general partners has delegated share voting and investment power to altimeter capital management, lp (the "investment manager"). |
f2 | (continued from footnote 1) 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. because of the relationship between the investment manager, the general partner and bradley gerstner and apf, agpf iii and agpf iv, 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 apf, agpf iii, and agpf iv. each of the investment manager, the general partner and bradley gerstner disclaims any beneficial ownership of the securities held by apf, agpf iii, and agpf iv except to the extent of any pecuniary interest therein. |
f3 | these shares are directly owned by apf, altimeter private partners fund i, l.p. ("appf i"), altimeter private partners fund ii, l.p. ("appf ii"), agpf iii, altimeter growth sierra fund, l.p. ("agsf"), and agpf iv (collectively, the "altimeter entities") in the amounts of 2,596,584, 3,759,477, 1,284,943, 1,094,924, 562,114, and 193,553, respectively. altimeter general partner, llc is the general partner of apf, 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, altimeter growth general partner iii, llc is the general partner of agfpf iii, altimeter growth sierra general partner, llc is the general partner of agsf, and altimeter growth general partner iv is the general partner of agpf iv (collectively, the "altimeter fund gps") and each of the altimeter fund gps has delegated share voting and investment power to the investment manager. |
f4 | (continued from footnote 3) the sole general partner of the investment manager is 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. because of the relationship between the investment manager, the general partner and bradley gerstner and the altimeter entities, 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. 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. |
f5 | 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. |
f6 | (continued from footnote 5) 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. |
f7 | these shares are directly owned by apf, appf i, appf ii, agpf iii, agsf, and agpf iv in the amounts of 6,529,753, 15,037,910, 5,139,772, 3,284,775, 2,248,456, and 580,600, respectively. each of the altimeter fund gps has delegated share voting and investment power to the investment manager. the sole general partner of the investment manager is 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. because of the relationship between the investment manager, the general partner and bradley gerstner and each of the altimeter entities, 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. |
f8 | 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. |
f9 | these shares are directly owned by apf, appf i, appf ii, agpf iii, agsf, and agpf iv in the amounts of 6,529,753, 11,278,433, 3,854,829, 3,284,775, 1,686,342, and 580,600, respectively. each of the altimeter fund gps has delegated share voting and investment power to the investment manager. the sole general partner of the investment manager is 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. because of the relationship between the investment manager, the general partner and bradley gerstner and each of the altimeter entities, 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. |
f10 | 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. |