Statement of Changes in Beneficial Ownership (4)
March 04 2021 - 1:14PM
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)
3/1/2021 |
(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 | 3/1/2021 | | C(1) | | 254245 | A | (1) | 418033 | I (2)(7)(8) | By ICONIQ Strategic Partners IV, L.P. |
Class A Common Stock | 3/1/2021 | | C(3) | | 421256 | A | (3) | 692634 | I (4)(7)(8) | By ICONIQ Strategic Partners IV-B, L.P. |
Class A Common Stock | | | | | | | | 82661 | I (5)(7)(8) | By ICONIQ Strategic Partners V, L.P. |
Class A Common Stock | | | | | | | | 127339 | I (6)(7)(8) | By ICONIQ Strategic Partners V-B, L.P. |
Class A Common Stock | | | | | | | | 14774 | I (7)(8)(9) | By Divesh Makan |
Class A Common Stock | | | | | | | | 14788 | I (7)(8)(10) | By William J.G. Griffith |
Class A Common Stock | | | | | | | | 4665 | I (7)(8)(11) | By Matthew Jacobson |
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 | (12) | 3/1/2021 | | C (1) | | | 254245 | (10) | (10) | Class A Common Stock | 254245 | $0.00 | 0 | I (2)(7)(8) | By ICONIQ Strategic Partners IV, L.P. |
Class B Common Stock | (12) | 3/1/2021 | | C (3) | | | 421256 | (10) | (10) | Class A Common Stock | 421256 | $0.00 | 0 | I (4)(7)(8) | By ICONIQ Strategic Partners IV-B, L.P. |
Explanation of Responses: |
(1) | On March 1, 2021, ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV") converted in the aggregate 254,245 shares of the Issuer's Class B Common Stock into 254,245 shares of the Issuer's Class A Common Stock. |
(2) | The shares are held by ICONIQ IV. |
(3) | On March 1, 2021, ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B") converted in the aggregate 421,256 shares of the Issuer's Class B Common Stock into 421,256 shares of the Issuer's Class A Common Stock. |
(4) | The shares are held by ICONIQ IV-B. |
(5) | The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). |
(6) | The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). |
(7) | ICONIQ Strategic Partners GP IV, L.P. ("ICONIQ GP IV") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ Parent GP IV") is the sole general partner of ICONIQ GP IV. Divesh Makan ("Makan"), William J.G. Griffith ("Griffith") and Matthew Jacobson ("Jacobson") are the sole equity holders and directors of ICONIQ Parent GP IV. ICONIQ Strategic Partners GP V, L.P. ("ICONIQ GP V") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ Parent GP V") is the sole general partner of ICONIQ GP V. Makan, Griffith and Jacobson are the sole equity holders and directors of ICONIQ Parent GP V. |
(8) | Each of ICONIQ GP IV, ICONIQ Parent GP IV, ICONIQ GP V, ICONIQ Parent GP V, Makan, Griffith and Jacobson 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) | The shares are held directly by Makan. |
(10) | The shares are held directly by Griffith. |
(11) | The shares are held directly by Jacobson. |
(12) | 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 second 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 IV, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
ICONIQ Strategic Partners IV-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
ICONIQ Strategic Partners IV GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
ICONIQ Strategic Partners IV TT GP, Ltd. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111 |
| X |
|
|
Jacobson Matthew 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 | | 3/4/2021 |
**Signature of Reporting Person | Date |
ICONIQ Strategic Partners IV, L.P., ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 3/4/2021 |
**Signature of Reporting Person | Date |
ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 3/4/2021 |
**Signature of Reporting Person | Date |
ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 3/4/2021 |
**Signature of Reporting Person | Date |
ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster | | 3/4/2021 |
**Signature of Reporting Person | Date |
Matthew Jacobson, /s/ Matthew Jacobson | | 3/4/2021 |
**Signature of Reporting Person | Date |
Snowflake (NYSE:SNOW)
Historical Stock Chart
From Aug 2024 to Sep 2024
Snowflake (NYSE:SNOW)
Historical Stock Chart
From Sep 2023 to Sep 2024