SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. _____)*

 

Snap Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

83304A106

(CUSIP Number)

 

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 20 Pages

Exhibit Index Contained on Page 17

 

 

 

 

 

 

CUSIP NO. 83304A106 13 G Page 2 of 20

 

1 NAME OF REPORTING PERSON        Benchmark Capital Partners VII, L.P. (“BCP VII”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 

  

5 SOLE VOTING POWER
57,221,983 shares * , except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares, and Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Mitchell H. Lasky (“Lasky”), Steven M. Spurlock (“Spurlock”) and Eric Vishria (“Vishria”), the members of BCMC VII, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
57,221,983 shares * , except that BCMC VII, the general partner of BCP VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,221,983
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.3%
12

TYPE OF REPORTING PERSON 

PN

 

* Represents 4,927,263 shares of Class A Common Stock and 52,294,720 shares of Class B Common Stock held directly by BCP VII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 52,294,720 shares of Class B Common Stock held by BCP VII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 5.8%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 3 of 20

 

1 NAME OF REPORTING PERSON        Benchmark Founders’ Fund VII, L.P. (“BFF VII”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

 

  

5 SOLE VOTING POWER
6,354,996 shares * , except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
6,354,996 shares * , except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,354,996
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.7%
12

TYPE OF REPORTING PERSON

PN

 

* Represents 547,216 shares of Class A Common Stock and 5,807,780 shares of Class B Common Stock held directly by BFF VII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 5,807,780 shares of Class B Common Stock held by BFF VII). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.6%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 4 of 20

 

1 NAME OF REPORTING PERSON        Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
8,422,461 shares * , except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
8,422,461 shares * , except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,422,461
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.0%
12 TYPE OF REPORTING PERSON PN

 

* Represents 725,241 shares of Class A Common Stock and 7,697,220 shares of Class B Common Stock held directly by BFF VII-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,697,220 shares of Class B Common Stock held by BFF VII-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 0.9%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 5 of 20

 

1 NAME OF REPORTING PERSON        Benchmark Capital Management Co. VII, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria, the members of BCMC VII, may be deemed to have shared power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,999,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8%
12 TYPE OF REPORTING PERSON OO

 

* Represents an aggregate of 6,199,720 shares of Class A Common Stock and an aggregate of 65,799,720 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,799,720 shares of Class B Common Stock held by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.3%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 6 of 20

 

1 NAME OF REPORTING PERSON        Matthew R. Cohler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Cohler, a member of BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Cohler, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,999,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8%
12 TYPE OF REPORTING PERSON IN

 

* Represents an aggregate of 6,199,720 shares of Class A Common Stock and an aggregate of 65,799,720 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,799,720 shares of Class B Common Stock held by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.3%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 7 of 20

 

1 NAME OF REPORTING PERSON        Bruce W. Dunlevie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Dunlevie, a member of BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Dunlevie, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,999,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8%
12 TYPE OF REPORTING PERSON IN

 

* Represents an aggregate of 6,199,720 shares of Class A Common Stock and an aggregate of 65,799,720 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,799,720 shares of Class B Common Stock held by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.3%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 8 of 20

 

1 NAME OF REPORTING PERSON        Peter Fenton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Fenton, a member of BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Fenton, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,999,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8%
12 TYPE OF REPORTING PERSON IN

 

* Represents an aggregate of 6,199,720 shares of Class A Common Stock and an aggregate of 65,799,720 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,799,720 shares of Class B Common Stock held by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.3%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 9 of 20

 

1 NAME OF REPORTING PERSON        J. William Gurley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Gurley, a member of BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Gurley, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,999,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8%
12 TYPE OF REPORTING PERSON IN

 

* Represents an aggregate of 6,199,720 shares of Class A Common Stock and an aggregate of 65,799,720 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,799,720 shares of Class B Common Stock held by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.3%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 10 of 20

 

1 NAME OF REPORTING PERSON        Kevin R. Harvey  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Harvey, a member of BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Harvey, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,999,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8%
12 TYPE OF REPORTING PERSON IN

 

* Represents an aggregate of 6,199,720 shares of Class A Common Stock and an aggregate of 65,799,720 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,799,720 shares of Class B Common Stock held by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.3%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 11 of 20

 

1 NAME OF REPORTING PERSON        Mitchell H. Lasky
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
1,507,624 shares
6 SHARED VOTING POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Lasky, a member of BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
1,507,624 shares
8 SHARED DISPOSITIVE POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Lasky, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,507,064
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.9%
12 TYPE OF REPORTING PERSON IN

 

* Represents an aggregate of 6,199,720 shares of Class A Common Stock and an aggregate of 65,799,720 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,799,720 shares of Class B Common Stock held by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.3%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 12 of 20

 

1 NAME OF REPORTING PERSON        Steven M. Spurlock
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 

(a)        ¨        (b)        x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Spurlock, a member of BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Spurlock, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,999,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8%
12 TYPE OF REPORTING PERSON IN

 

* Represents an aggregate of 6,199,720 shares of Class A Common Stock and an aggregate of 65,799,720 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,799,720 shares of Class B Common Stock held by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.3%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 13 of 20

 

1 NAME OF REPORTING PERSON        Eric Vishria
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)        ¨        (b)        x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

 

 

NUMBER OF

SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Vishria, a member of BCMC VII, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
71,999,440 shares * , of which 57,221,983 are directly owned by BCP VII, 6,354,996 are directly owned by BFF VII and 8,422,461 are directly owned by BFF VII-B.  BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B, and Vishria, a member of BCMC VII, may be deemed to have shared power to dispose of these shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,999,440
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8%
12 TYPE OF REPORTING PERSON IN

 

* Represents an aggregate of 6,199,720 shares of Class A Common Stock and an aggregate of 65,799,720 shares of Class B Common Stock held directly by BCP VII, BFF VII and BFF VII-B, respectively. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 65,799,720 shares of Class B Common Stock held by BCP VII, BFF VII and BFF VII-B, respectively). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 7.3%.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 14 of 20

 

ITEM 1(A). NAME OF ISSUER
   
  Snap Inc.
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  63 Market Street
  Venice, California 90291
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Statement is filed by Benchmark Capital Partners VII, L.P., a Delaware limited partnership (“BCP VII”), Benchmark Founders’ Fund VII, L.P., a Delaware limited partnership (“BFF VII”), Benchmark Founders’ Fund VII-B, L.P., a Delaware limited partnership (“BFF VII-B”), Benchmark Capital Management Co. VII, L.L.C., a Delaware limited liability company (“BCMC VII”),  and Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Mitchell H. Lasky (“Lasky”), Steven M. Spurlock (“Spurlock”) and Eric Vishria (“Vishria”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
  BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.  Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria are members of BCMC VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
   
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
   
  The address for each reporting person is:
   
  Benchmark
  2965 Woodside Road
  Woodside, California 94062
   
ITEM 2(C). CITIZENSHIP
   
  BCP VII, BFF VII and BFF VII-B are Delaware limited partnerships.  BCMC VII is a Delaware limited liability company.  Cohler, Dunlevie, Fenton, Gurley, Harvey, Lasky, Spurlock and Vishria are United States Citizens.

 

ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

  Class A Common Stock
  CUSIP # 83304A106
   
ITEM 3. Not Applicable .  
   
ITEM 4. OWNERSHIP
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.  
   
  The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2017 (based on 863,056,520 shares of Class A Common Stock and 125,316,628 shares of Class B Common Stock of the issuer outstanding as of October 31, 2017 as reported by the issuer on Form 10-Q for the period ended September 30, 2017 and filed with the Securities and Exchange Commission on November 8, 2017).

 

 

 

 

CUSIP NO. 83304A106 13 G Page 15 of 20

 

(a) Amount beneficially owned :

See Row 9 of cover page for each Reporting Person.

 

(b) Percent of Class :

See Row 11 of cover page for each Reporting Person.

 

(c) Number of shares as to which such person has :

 

(i) Sole power to vote or to direct the vote :

See Row 5 of cover page for each Reporting Person.

 

(ii) Shared power to vote or to direct the vote :

 

See Row 6 of cover page for each Reporting Person.

 

(iii) Sole power to dispose or to direct the disposition of :

 

See Row 7 of cover page for each Reporting Person.

 

(iv) Shared power to dispose or to direct the disposition of :

See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Under certain circumstances set forth in the limited partnership agreements of BCP VII, BFF VII and BFF VII-B, and the limited liability company agreement of BCMC VII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.  
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
ITEM 10. CERTIFICATION
   
  Not applicable.

 

 

 

 

CUSIP NO. 83304A106 13 G Page 16 of 20

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 5, 2018

 

  BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company

 

  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member

 

  MATTHEW R. COHLER
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  MITCHELL H. LASKY
  STEVEN M. SPURLOCK
  ERIC VISHRIA

 

  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact

 

 

 

 

CUSIP NO. 83304A106 13 G Page 17 of 20

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   18
     
Exhibit B: Power of Attorney   19

 

 

 

 

CUSIP NO. 83304A106 13 G Page 18 of 20

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Snap Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 5, 2018

 

  BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company

 

  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member

 

  MATTHEW R. COHLER
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  MITCHELL H. LASKY
  STEVEN M. SPURLOCK
  ERIC VISHRIA

 

  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact

 

 

 

 

CUSIP NO. 83304A106 13 G Page 19 of 20

 

exhibit B

 

Power of Attorney

 

Each of the undersigned entities and individuals (collectively, the “ Reporting Persons ”) hereby authorizes and designates Benchmark Capital Management Co. VII, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the “ Designated Filer ”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) or any other state or federal agency (collectively, the “ Reports ”) with respect to the Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “ Companies ”).

 

Each Reporting Person hereby further authorizes and designates Steven M. Spurlock (the “ Authorized Signatory ”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

Date: December 11, 2014

 

  BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VII-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company

 

  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member

 

  By: /s/ Matthew R. Colher
    Matthew R. Cohler

 

  By: /s/ Bruce W. Dunlevie
    Bruce W. Dunlevie

 

  By: /s/ Peter Fenton
    Peter Fenton

 

  By: /s/ J. William Gurley
    J. William Gurley

 

 

 

 

CUSIP NO. 83304A106 13 G Page 20 of 20

 

  By: /s/ Kevin R. Harvey
    Kevin R. Harvey

 

  By: /s/ Mitchell H. Lasky
    Mitchell H. Lasky

 

  By: /s/ Steven M. Spurlock
    Steven M. Spurlock

 

  By: /s/ Eric Vishria
    Eric Vishria

 

 

 

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