Statement of Changes in Beneficial Ownership (4)
05 January 2021 - 08:30AM
Edgar (US Regulatory)
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
*
ICONIQ Strategic Partners III, L.P. |
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)
C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2020 |
(Street)
SAN FRANCISCO, CA 94111
(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 | 12/31/2020 | | C(1) | | 3160543 | A | $0.00 (1) | 3160543 | D (2)(7)(8) | |
Class A Common Stock | 12/31/2020 | | C(3) | | 3377080 | A | $0.00 (3) | 3377080 | I (4)(7)(8) | By ICONIQ Strategic Partners III-B, L.P. |
Class A Common Stock | 12/31/2020 | | C(5) | | 1675221 | A | $0.00 (5) | 1675221 | I (6)(7)(8) | By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF |
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 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 | (9) | 12/31/2020 | | C (1) | | | 3160543 | (9) | (9) | Class A Common Stock | 3160543 | $0.00 | 9481629 | D (2)(7)(8) | |
Class B Common Stock | (9) | 12/31/2020 | | C (3) | | | 3377080 | (9) | (9) | Class A Common Stock | 3377080 | $0.00 | 10131243 | I (4)(7)(8) | By ICONIQ Strategic Partners III-B, L.P. |
Class B Common Stock | (9) | 12/31/2020 | | C (5) | | | 1675221 | (9) | (9) | Class A Common Stock | 1675221 | $0.00 | 5025665 | I (6)(7)(8) | By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF |
Explanation of Responses: |
(1) | On December 31, 2020, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") converted in the aggregate 3,160,543 shares of the Issuer's Class B Common Stock into 3,160,543 shares of the Issuer's Class A Common Stock. |
(2) | The shares are held by ICONIQ III. |
(3) | On December 31, 2020, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") converted in the aggregate 3,377,080 shares of the Issuer's Class B Common Stock into 3,377,080 shares of the Issuer's Class A Common Stock. |
(4) | The shares are held by ICONIQ III-B. |
(5) | On December 31, 2020, ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF") converted in the aggregate 1,675,221 shares of the Issuer's Class B Common Stock into 1,675,221 shares of the Issuer's Class A Common Stock. |
(6) | The shares are held by ICONIQ SF. |
(7) | ICONIQ Strategic Partners GP III, L.P. ("ICONIQ GP III") is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ SF. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP III. |
(8) | Each of ICONIQ GP III, ICONIQ Parent GP III, Makan, and Griffith 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. |
(9) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. Additionally, the shares of Class B Common Stock will convert automatically into Class A Common Stock on a 1:1 basis upon the following: (1) sale or transfer of such shares of Class B Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation (the "COI"), (2) on the final conversion date, as defined in the COI, and (3) as otherwise set forth in the COI. |
Remarks: This Form 4 is the first of two Form 4s being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners III, L.P. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ICONIQ Strategic Partners III, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
ICONIQ Strategic Partners III-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
ICONIQ Strategic Partners III Co-Invest, L.P. (Series SF) C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
ICONIQ Strategic Partners III GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
ICONIQ Strategic Partners III TT GP, Ltd. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
Makan Divesh C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
Griffith William J.G. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
Signatures
|
ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 1/4/2021 |
**Signature of Reporting Person | Date |
ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 1/4/2021 |
**Signature of Reporting Person | Date |
ICONIQ Strategic Partners III Co-Invest, L.P., Series SF, ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 1/4/2021 |
**Signature of Reporting Person | Date |
ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 1/4/2021 |
**Signature of Reporting Person | Date |
ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 1/4/2021 |
**Signature of Reporting Person | Date |
Divesh Makan, /s/ Divesh Makan | | 1/4/2021 |
**Signature of Reporting Person | Date |
William J.G. Griffith, /s/ William J.G. Griffith | | 1/4/2021 |
**Signature of Reporting Person | Date |
Snowflake (NYSE:SNOW)
Historical Stock Chart
From Feb 2024 to Mar 2024
Snowflake (NYSE:SNOW)
Historical Stock Chart
From Mar 2023 to Mar 2024