Initial Statement of Beneficial Ownership (3)
September 23 2020 - 7:20PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
ICONIQ Strategic Partners V, L.P. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/18/2020
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3. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [SNOW]
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(Last)
(First)
(Middle)
C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR |
4. 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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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 82661 (1) | D (2)(3)(4) | |
| Class A Common Stock | 127339 (1) | I (5)(3)(4) | By ICONIQ Strategic Partners V-B, L.P. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | These shares were purchased from the underwriters at the closing of the Issuer's initial public offering. |
| (2) | The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). |
| (3) | 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. Divesh Makan ("Makan"), William J.G. Griffith ("Griffith") and Matthew Jacobson ("Jacobson") are the sole equity holders and directors of ICONIQ Parent GP V. |
| (4) | Each of 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. |
| (5) | The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ICONIQ Strategic Partners V, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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ICONIQ Strategic Partners V-B, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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ICONIQ Strategic Partners V GP, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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ICONIQ Strategic Partners V TT GP, Ltd.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111 |
| X |
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Signatures
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| 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 | | 9/23/2020 |
| **Signature of Reporting Person | Date |
| 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 | | 9/23/2020 |
| **Signature of Reporting Person | Date |
| ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 9/23/2020 |
| **Signature of Reporting Person | Date |
| ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 9/23/2020 |
| **Signature of Reporting Person | Date |
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