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:
*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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