Statement of Changes in Beneficial Ownership (4)
September 22 2020 - 5:34PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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SUTTER HILL VENTURES |
2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc.
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SNOW
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
755 PAGE MILL ROAD, SUITE A-200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/18/2020 |
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(Street)
PALO ALTO, CA 94304-1005
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (1) | 9/18/2020 | | C | | 7822231.0000 | | (2) | (2) | Class A Common Stock | 7822231.0000 | $0.0000 | 7866483.0000 | D | |
| Class B Common Stock | (1) | 9/18/2020 | | C | | 7464467.0000 | | (2) | (2) | Class A Common Stock | 7464467.0000 | $0.0000 | 15330950.0000 | D | |
| Class B Common Stock | (1) | 9/18/2020 | | C | | 4163543.0000 | | (2) | (2) | Class A Common Stock | 4163543.0000 | $0.0000 | 19494493.0000 | D | |
| Class B Common Stock | (1) | 9/18/2020 | | C | | 2726595.0000 | | (2) | (2) | Class A Common Stock | 2726595.0000 | $0.0000 | 22221088.0000 | D | |
| Class B Common Stock | (1) | 9/18/2020 | | C | | 2170228.0000 | | (2) | (2) | Class A Common Stock | 2170228.0000 | $0.0000 | 24391316.0000 | D | |
| Class B Common Stock | (1) | 9/18/2020 | | C | | 2121351.0000 | | (2) | (2) | Class A Common Stock | 2121351.0000 | $0.0000 | 26512667.0000 | D | |
| Class B Common Stock | (1) | 9/18/2020 | | C | | 727185.0000 | | (2) | (2) | Class A Common Stock | 727185.0000 | $0.0000 | 27239852.0000 | D | |
| Class B Common Stock | (1) | 9/18/2020 | | C | | 69370.0000 | | (2) | (2) | Class A Common Stock | 69370.0000 | $0.0000 | 27309222.0000 | D | |
| Series A Preferred Stock | (3) | 9/18/2020 | | C | | | 7822231.0000 | (3) | (3) | Class B Common Stock | 7822231.0000 | $0.0000 | 0.0000 | D | |
| Series B Preferred Stock | (3) | 9/18/2020 | | C | | | 4163543.0000 | (3) | (3) | Class B Common Stock | 4163543.0000 | $0.0000 | 0.0000 | D | |
| Series C Preferred Stock | (3) | 9/18/2020 | | C | | | 7464467.0000 | (3) | (3) | Class B Common Stock | 7464467.0000 | $0.0000 | 0.0000 | D | |
| Series D Preferred Stock | (3) | 9/18/2020 | | C | | | 2170228.0000 | (3) | (3) | Class B Common Stock | 2170228.0000 | $0.0000 | 0.0000 | D | |
| Series E Preferred Stock | (3) | 9/18/2020 | | C | | | 69370.0000 | (3) | (3) | Class B Common Stock | 69370.0000 | $0.0000 | 0.0000 | D | |
| Series F Preferred Stock | (3) | 9/18/2020 | | C | | | 2726595.0000 | (3) | (3) | Class B Common Stock | 2726595.0000 | $0.0000 | 0.0000 | D | |
| Series G-1 Preferred Stock | (3) | 9/18/2020 | | C | | | 727185.0000 | (3) | (3) | Class B Common Stock | 727185.0000 | $0.0000 | 0.0000 | D | |
| Series Seed Preferred Stock | (3) | 9/18/2020 | | C | | | 2121351.0000 | (3) | (3) | Class B Common Stock | 2121351.0000 | $0.0000 | 0.0000 | D | |
| Explanation of Responses: |
| (1) | Each share of Class B Common Stock held by the 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 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 represents 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. |
| (2) | Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, 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. |
| (3) | Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G-1 Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and had no expiration date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SUTTER HILL VENTURES
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA 94304-1005 |
| X |
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Signatures
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| /s/ Kanwalpreet S. Kalra, by power of attorney | | 9/18/2020 |
| **Signature of Reporting Person | Date |
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