Form Type: 4

SEC EDGAR Link
Accession Number:0001640147-21-000040
Date:2021-03-01
Issuer: SNOWFLAKE INC. (SNOW)
Original Submission Date:

Reporting Person:

SCARPELLI MICHAEL
C/O SNOWFLAKE INC.
450 CONCAR DRIVE SAN MATEO, CA 94402

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-03-01 C 2,755 a $0.00 2,755 indirect f3
CLASS A COMMON STOCK 2021-03-01 C 2,755 a $0.00 2,755 indirect f5
CLASS A COMMON STOCK 2021-03-01 C 2,755 a $0.00 2,755 indirect f7
CLASS A COMMON STOCK 2021-03-01 C 9,686 a $0.00 9,686 indirect f2
CLASS A COMMON STOCK 2021-03-01 C 9,686 a $0.00 9,686 indirect f4
CLASS A COMMON STOCK 2021-03-01 C 9,686 a $0.00 9,686 indirect f6
CLASS A COMMON STOCK 2021-03-01 C 101,541 a $0.00 124,895 direct
CLASS A COMMON STOCK 2021-03-01 C 160,558 a $0.00 160,558 indirect f9
CLASS A COMMON STOCK 2021-03-01 C 595,607 a $0.00 595,607 indirect f8
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
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 ExercisableExpiration 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 2020-12-29 deemed execution date G 2,755 (a) class a common stock 2,755 $0.00 2,755 indirect trust
CLASS B COMMON STOCK 0.0 2020-12-29 deemed execution date G 2,755 (a) class a common stock 2,755 $0.00 2,755 indirect trust
CLASS B COMMON STOCK 0.0 2021-12-29 deemed execution date G 2,755 (a) class a common stock 2,755 $0.00 2,755 indirect trust
CLASS B COMMON STOCK 0.0 2021-03-01 deemed execution date C 2,755 (d) class a common stock 2,755 $0.00 0 indirect trust
CLASS B COMMON STOCK 0.0 2021-03-01 deemed execution date C 2,755 (d) class a common stock 2,755 $0.00 0 indirect trust
CLASS B COMMON STOCK 0.0 2021-03-01 deemed execution date C 2,755 (d) class a common stock 2,755 $0.00 0 indirect trust
CLASS B COMMON STOCK 0.0 2020-12-29 deemed execution date G 9,686 (a) class a common stock 9,686 $0.00 9,686 indirect trust
CLASS B COMMON STOCK 0.0 2020-12-29 deemed execution date G 9,686 (a) class a common stock 9,686 $0.00 9,686 indirect trust
CLASS B COMMON STOCK 0.0 2020-12-29 deemed execution date G 9,686 (a) class a common stock 9,686 $0.00 9,686 indirect trust
CLASS B COMMON STOCK 0.0 2021-03-01 deemed execution date C 9,686 (d) class a common stock 9,686 $0.00 0 indirect trust
CLASS B COMMON STOCK 0.0 2021-03-01 deemed execution date C 9,686 (d) class a common stock 9,686 $0.00 0 indirect trust
CLASS B COMMON STOCK 0.0 2021-03-01 deemed execution date C 9,686 (d) class a common stock 9,686 $0.00 0 indirect trust
CLASS B COMMON STOCK 0.0 2020-12-29 deemed execution date G 37,323 (d) class a common stock 37,323 $0.00 101,541 direct
CLASS B COMMON STOCK 0.0 2021-03-01 deemed execution date C 101,541 (d) class a common stock 101,541 $0.00 0 direct
CLASS B COMMON STOCK 0.0 2021-03-01 deemed execution date C 160,558 (d) class a common stock 160,558 $0.00 0 indirect trust
CLASS B COMMON STOCK 0.0 2021-03-01 deemed execution date C 595,607 (d) class a common stock 595,607 $0.00 0 indirect trust
STOCK OPTION (RIGHT TO BUY) 8.88 2021-03-01 deemed execution date J 3,679,299 (a) 2029-08-26 class a common stock 3,679,299 $8.88 3,679,299 direct
STOCK OPTION (RIGHT TO BUY) 8.88 2021-03-01 deemed execution date J 3,679,299 (d) 2029-08-26 class b common stock 3,679,299 $8.88 0 direct
Footnotes
IDfootnote
f1 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.
f2 the shares are held by the 2020 fintail irrevocable gst exempt trust f/b/o child 1 dated 12/29/2020 for which the reporting person's child is the beneficiary.
f3 the shares are held by the 2020 fintail irrevocable non-exempt trust f/b/o child 1 dated 12/29/2020 for which the reporting person's child is the beneficiary.
f4 the shares are held by the 2020 fintail irrevocable gst exempt trust f/b/o child 2 dated 12/29/2020 for which the reporting persons' child is the beneficiary.
f5 the shares are held by the 2020 fintail irrevocable non-exempt trust f/b/o child 2 dated 12/29/2020 for which the reporting person's child is the beneficiary.
f6 the shares are held by the 2020 fintail irrevocable gst exempt trust f/b/o child 3 dated 12/29/2020 for which the reporting person's child is the beneficiary.
f7 the shares are held by the 2020 fintail irrevocable non-exempt trust f/b/o child 3 dated 12/29/2020 for which the reporting person's child is the beneficiary.
f8 the shares are held by the michael p. scarpelli 2019 grantor retained annuity trust for which the reporting person is a beneficiary.
f9 the shares are held by the scarpelli family trust for which the reporting person is a trustee.
f10 at the time of this transaction, each share of class b common stock was convertible at any time at the option of the reporting person into one share of class a common stock, and had no expiration date. on any transfer of shares of class b common stock, each such transferred share would have automatically converted into one share of class a common stock, except for certain "permitted transfers" described in the issuer's amended and restated certificate of incorporation.
f11 at the time of this transaction, each share of class b common stock held by the reporting person was automatically convertible 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. subsequent to this transaction, the shares of class b common stock were automatically converted into class a common stock as described in footnote 1.
f12 in connection with the automatic conversion described in footnote 1, the outstanding options to purchase shares of class b common stock that were issued under the issuer's amended and restated 2012 equity incentive plan remain unchanged, except that the underlying shares now represent class a common stock.
f13 the shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on august 19, 2019, subject to reporting person's continuous service through each such vesting date.

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