Statement of Changes in Beneficial Ownership (4)
May 10 2022 - 7:31PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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1. Name and Address of Reporting Person
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Eschenbach Carl M. |
2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc.
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SNOW
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2800 SAND HILL ROAD, SUITE 101 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2022 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 3/31/2022 | | A | | 297773 | A | (1) | 297773 | I | Sequoia Capital U.S. Growth Fund IX, L.P. (2)(3) |
Class A Common Stock | | | | | | | | 1447696 | I | Sequoia Capital Fund, LP (2)(3) |
Class A Common Stock | | | | | | | | 187233 | I | Sequoia Capital Fund Parallel, LLC (2)(3) |
Class A Common Stock | | | | | | | | 7392888 | I | Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (2)(3) |
Class A Common Stock | | | | | | | | 343089 | I | Sequoia Capital U.S. Growth Fund VI, L.P. (2)(3) |
Class A Common Stock | | | | | | | | 5350 | I | Sequoia Capital U.S. Growth VI Principals Fund, L.P. (2)(3) |
Class A Common Stock | | | | | | | | 3964480 | I | Sequoia Capital U.S. Growth Fund VII, L.P. (2)(3) |
Class A Common Stock | | | | | | | | 368482 | I | Sequoia Capital U.S. Growth VII Principals Fund, L.P. (2)(3) |
Class A Common Stock | | | | | | | | 910905 | I | By Sequoia Grove II, LLC (4) |
Class A Common Stock | | | | | | | | 328043 | I | By estate planning vehicle |
Class A Common Stock | | | | | | | | 1224 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | Represents shares of Class A Common Stock of the Issuer received on March 31, 2022 as transaction consideration pursuant to the Agreement and Plan of Merger and Reorganization, dated March 1, 2022, between the Issuer, Streamlit, Inc. and the other parties thereto. |
(2) | The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ("GGF III"); (ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the "GFVI Funds"); (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the "GFVII Funds"); |
(3) | (Continued from Footnote 2) (iv) the general partner of SC U.S. Growth IX Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund IX, L.P.; and (v) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each of Sequoia Capital Fund, LP and Sequoia Capital Fund Parallel, LLC. SCGF III Management, LLC is a general partner of Sequoia Capital Growth Fund III, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(4) | The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Eschenbach Carl M. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X |
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Signatures
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/s/ Jung Yeon Son, Attorney-in-fact for Carl Eschenbach | | 5/10/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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