FORM 4 [ ] 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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GERSTNER BRAD
2. Issuer Name and Ticker or Trading Symbol

Snowflake Inc. [ SNOW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

ONE INTERNATIONAL PLACE, SUITE 4610,
3. Date of Earliest Transaction (MM/DD/YYYY)

9/18/2020
(Street)

BOSTON, MA 02110
(City)        (State)        (Zip)
4. 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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 9/18/2020  P  420000 A$120.00 420000 I See Footnote (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Preferred Stock  (3)9/18/2020  C     36236307   (2) (2)Class B Common Stock 36236307 $0 0 I See Footnote (4)(5)
Class B Common Stock  (6)(7)9/18/2020  C   36236307     (3) (3)Class A Common Stock 36236307 $0 36286307 I See Footnote (8)(9)

Explanation of Responses:
(1) These shares are directly owned by Altimeter Partners Fund, L.P. ("APF"). Altimeter General Partner, LLC is the general partner of APF and has delegated share voting and investment power to Altimeter Capital Management, LP (the "Investment Manager"). 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, 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.
(2) Each of the Investment Manager, the General Partner and Bradley Gerstner disclaims any beneficial ownership of the securities held by APF except to the extent of any pecuniary interest therein.
(3) The Preferred Stock automatically converted into Class B Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
(4) Prior to the conversion of the shares, these shares were directly owned by Altimeter Private Partners Fund I, L.P. ("APPF I"), Altimeter Private Partners Fund II, L.P. ("APPF II"), APF, Altimeter Growth Partners Fund III, L.P. ("AGPF III"), Altimeter Growth Sierra Fund, L.P. ("AGSF"), and Altimeter Growth Partners Fund IV, L.P. ("AGPF IV") (collectively, the "Altimeter Entities") in the amounts of 15,037,910, 5,139,772, 8,706,337, 4,379,699, 2,248,456, and 774,133, respectively. 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 General Partner, LLC is the general partner of APF, Altimeter Growth General Partner III, LLC is the general partner of AFPG 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").
(5) (Continued from footnote 4) 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. 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.
(6) Each share of Class B Common Stock will be 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.
(7) (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.
(8) These shares are directly owned by APPF I, APPF II, APF, AGPF III, AGSF, and AGPF IV in the amounts of 15,087,910, 5,139,772, 8,706,337, 4,379,699, 2,248,456, and 774,133, 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.
(9) 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.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GERSTNER BRAD
ONE INTERNATIONAL PLACE, SUITE 4610,
BOSTON, MA 02110

X

Altimeter Capital Management, LP
ONE INTERNATIONAL PLACE, SUITE 4610,
BOSTON, MA 02110

X

Altimeter Capital Management General Partner, LLC
ONE INTERNATIONAL PLACE, SUITE 4610,
BOSTON, MA 02110

X


Signatures
/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner9/22/2020
**Signature of Reporting PersonDate

/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital Management, LP9/22/2020
**Signature of Reporting PersonDate

/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital General Partner, LLC9/22/2020
**Signature of Reporting PersonDate

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