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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
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 *

Pullara Samuel J III
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)

755 PAGE MILL ROAD, SUITE A-200
3. Date of Earliest Transaction (MM/DD/YYYY)

9/18/2020
(Street)

PALO ALTO, CA 94304-1005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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

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
Class B Common Stock  (1)9/18/2020  C   136364.0000     (2) (2)Class A Common Stock 136364.0000 $0.0000 136364.0000 I By Children's Trust (3)
Class B Common Stock  (1)9/18/2020  C   64738.0000     (2) (2)Class A Common Stock 64738.0000 $0.0000 201102.0000 I By Children's Trust (3)
Series A Preferred Stock  (4)9/18/2020  C     136364.0000   (4) (4)Class B Common Stock 136364.0000 $0.0000 0.0000 I By Children's Trust (3)
Series B Preferred Stock  (4)9/18/2020  C     64738.0000   (4) (4)Class B Common Stock 64738.0000 $0.0000 0.0000 I By Children's Trust (3)
Series G-1 Preferred Stock  (4)9/18/2020  C     727185.0000   (4) (4)Class B Common Stock 727185.0000 $0.0000 0.0000 I By Ltd Partnership (SHV) (5)
Series Seed Preferred Stock  (4)9/18/2020  C     2121351.0000   (4) (4)Class B Common Stock 2121351.0000 $0.0000 0.0000 I By Ltd Partnership (SHV) (5)

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) Shares held by a trust for the benefit of the reporting person's children, of which the reporting person is a trustee. The reporting person disclaims any beneficial ownership in these shares.
(4) 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.
(5) Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

Remarks:
Multiple Forms Submitted

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Pullara Samuel J III
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA 94304-1005

X


Signatures
/s/ Kanwalpreet S. Kalra, by power of attorney9/22/2020
**Signature of Reporting PersonDate

Snowflake (NYSE:SNOW)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Snowflake Charts.
Snowflake (NYSE:SNOW)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Snowflake Charts.