Statement of Changes in Beneficial Ownership (4)

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 ^* Slootman Frank	2. Issuer Name and Ticker or Trading Symbol Snowflake Inc. [ SNOW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Chairman
(Last) (First) (Middle) C/O SNOWFLAKE INC., 450 CONCAR DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 3/1/2021
(Street) SAN MATEO, CA 94402 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	3/1/2021		C		74367	A	⁽¹⁾	74367	D
Class A Common Stock	3/1/2021		C		1349106	A	⁽¹⁾	1349106	I	Trust ⁽²⁾
Class A Common Stock	3/1/2021		C		100000	A	⁽¹⁾	100000	I	Trust ⁽³⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾⁽⁵⁾	12/28/2020		G	V		1349106	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	1349106.0	$0	74367	D
Class B Common Stock	⁽¹⁾	3/1/2021		C			74367	⁽¹⁾	⁽¹⁾	Class A Common Stock	74367.0	$0	0	D
Class B Common Stock	⁽⁴⁾⁽⁵⁾	12/28/2020		G	V	1349106		⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	1349106.0	$0	1349106	I	Trust ⁽²⁾
Class B Common Stock	⁽¹⁾	3/1/2021		C			1349106	⁽¹⁾	⁽¹⁾	Class A Common Stock	1349106.0	$0	0	I	Trust ⁽²⁾
Class B Common Stock	⁽¹⁾	3/1/2021		C			100000	⁽¹⁾	⁽¹⁾	Class A Common Stock	100000.0	$0	0	I	Trust ⁽³⁾
Stock Option (Right to Buy)	$8.88	3/1/2021		J ⁽⁶⁾			13677476	⁽⁷⁾	5/28/2029	Class B Common Stock	13677476.0	$0	0	D
Stock Option (Right to Buy)	$8.88	3/1/2021		J ⁽⁶⁾		13677476		⁽⁷⁾	5/28/2029	Class A Common Stock	13677476.0	$0	13677476	D
Stock Option (Right to Buy)	$8.88	3/1/2021		J ⁽⁶⁾			41291	⁽⁸⁾	5/28/2029	Class B Common Stock	41291.0	$0	0	D
Stock Option (Right to Buy)	$8.88	3/1/2021		J ⁽⁶⁾		41291		⁽⁸⁾	5/28/2029	Class A Common Stock	41291.0	$0	41291	D

Explanation of Responses:
(1)	Effective as of 5:00 p.m. Eastern Time on March 1, 2021, the date specified by the holders of a majority of the then-outstanding shares of the Issuer's Class B Common Stock, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.
(2)	The shares are held by the Slootman Living Trust dated 9/8/1999 for which the Reporting Person is a trustee.
(3)	The shares are held by the Slootman Family 2019 Extended Family Trust for which Reporting Person is a trustee.
(4)	At the time of this transaction, each share of Class B Common Stock was convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and had no expiration date. On any transfer of shares of Class B Common Stock, each such transferred share would have automatically converted into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.
(5)	At the time of this transaction, each share of Class B Common Stock held by the Reporting Person was automatically convertible 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 represent 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. Subsequent to this transaction, the shares of Class B Common Stock were automatically converted into Class A Common Stock as described in footnote 1.
(6)	In connection with the automatic conversion described in footnote 1, the outstanding options to purchase shares of Class B Common Stock that were issued under the Issuer's Amended and Restated 2012 Equity Incentive Plan remain unchanged, except that the underlying shares now represent Class A Common Stock.
(7)	The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on April 26, 2019, subject to Reporting Person's continuous service through each such vesting date.
(8)	The shares subject to the option vest in 48 equal monthly installments beginning on April 26, 2019, subject to Reporting Person's continuous service through each such vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Slootman Frank C/O SNOWFLAKE INC. 450 CONCAR DRIVE SAN MATEO, CA 94402	X		CEO and Chairman