SNAP Snap Inc

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 * Lynton Michael	2. Issuer Name and Ticker or Trading Symbol Snap Inc [ SNAP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O SNAP INC., 2772 DONALD DOUGLAS LOOP NORTH	3. Date of Earliest Transaction (MM/DD/YYYY) 7/19/2020
(Street) SANTA MONICA, CA 90405 (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
Class A Common Stock	7/19/2020		A		5800 (1)	A	$0.00	82886	D
Class A Common Stock	7/20/2020		J(2)		100000	A	$0.00	100000	I	By Lynton Foundation (3)
Class A Common Stock	7/20/2020		J(4)		100000	D	$0.00	1500062	I	By Lynton Asset LP (5)
Class A Common Stock								20661	I	By Alter Grandchildren Trust (6)

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
Option (right to buy)	$24.24	7/19/2020		A		10612		(7)	7/18/2030	Class A Common Stock	10612	$0.00	46645	D

Explanation of Responses:
(1)	Represents shares issuable on settlement of restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. 100% of the RSUs shall vest after the reporting person completes one year of continuous service from July 19, 2020. The RSUs will be subject to pro-rata acceleration upon the reporting person's discontinued service on the Issuer's board of directors and automatic full acceleration in the event of a change in control, as defined in the Issuer's 2017 Equity Incentive Plan. If the reporting person dies while in continuous service, 100% of the RSUs will be deemed fully vested immediately.
(2)	Stock transfer from Lynton Asset LP.
(3)	The reporting person is trustee of Lynton Foundation. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
(4)	Stock transfer to Lynton Foundation.
(5)	The reporting person is trustee of the Lynton Asset LP. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
(6)	The reporting person is trustee of the Alter Grandchildren Trust. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
(7)	100% of the shares subject to the option will vest upon the reporting person's completion of one year of continuous service from July 19, 2020. The shares subject to the option will be subject to pro-rata acceleration upon the reporting person's discontinued service on the Issuer's board of directors and automatic full acceleration in the event of a change in control, as defined in the Issuer's 2017 Equity Incentive Plan. If the reporting person dies while in continuous service, 100% of the shares subject to the option will be deemed fully vested immediately.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Lynton Michael C/O SNAP INC. 2772 DONALD DOUGLAS LOOP NORTH SANTA MONICA, CA 90405	X

Signatures
/s/ Atul Porwal, Attorney-in-fact		7/22/2020
**Signature of Reporting Person		Date