Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Degnan Christopher William

(Last)

(First)

(Middle)

C/O SNOWFLAKE INC.

106 EAST BABCOCK STREET, SUITE 3A

(Street)

BOZEMAN

59715

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/21/2024		M⁽¹⁾		32,526	A	$3.74	379,267⁽²⁾	D
Class A Common Stock	11/21/2024		M⁽¹⁾		44,166	A	$13.48	423,433⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		7,146	D	$162.412⁽³⁾	416,287⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		5,225	D	$163.136⁽⁴⁾	411,062⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		4,398	D	$163.907⁽⁵⁾	406,664⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		3,566	D	$164.831⁽⁶⁾	403,098⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		1,755	D	$166.178⁽⁷⁾	401,343⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		3,637	D	$167.009⁽⁸⁾	397,706⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		8,584	D	$168.194⁽⁹⁾	389,122⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		9,009	D	$169.093⁽¹⁰⁾	380,113⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		4,894	D	$170.179⁽¹¹⁾	375,219⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		14,483	D	$171.108⁽¹²⁾	360,736⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		6,677	D	$172.049⁽¹³⁾	354,059⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		5,116	D	$173.105⁽¹⁴⁾	348,943⁽²⁾	D
Class A Common Stock	11/21/2024		S⁽¹⁾		2,202	D	$174.075⁽¹⁵⁾	346,741⁽²⁾	D
Class A Common Stock	11/22/2024		G⁽¹⁾		23,010	D	$0	323,731⁽²⁾	D
Class A Common Stock								139,563	I	Trust⁽¹⁶⁾
Class A Common Stock								120,000	I	Trust⁽¹⁷⁾
Class A Common Stock								50,000	I	Trust⁽¹⁸⁾
Class A Common Stock								50,000	I	Trust⁽¹⁹⁾
Class A Common Stock								100,589	I	Trust⁽²⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.74	11/21/2024		M			32,526	⁽²¹⁾	09/18/2028	Class A Common Stock	32,526	$0	17,505	D
Stock Option (Right to Buy)	$13.48	11/21/2024		M			44,166	⁽²¹⁾	12/10/2029	Class A Common Stock	44,166	$0	249,436	D

Explanation of Responses:

1. The exercises, sales, and gift reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 27, 2023.

2. Includes shares to be issued in connection with the vesting of one or more restricted stock units.

3. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $161.88 to $162.71, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in these footnotes.

4. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $162.985 to $163.335, inclusive.

5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $163.51 to $164.49, inclusive.

6. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $164.505 to $165.47, inclusive.

7. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $165.60 to $166.56, inclusive.

8. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $166.61 to $167.60, inclusive.

9. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $167.61 to $168.60, inclusive.

10. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $168.62 to $169.60, inclusive.

11. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $169.62 to $170.61, inclusive.

12. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $170.62 to $171.61, inclusive.

13. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $171.62 to $172.54, inclusive.

14. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $172.68 to $173.66, inclusive.

15. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $173.72 to $174.54, inclusive.

16. The share are held by The Degnan Family Trust for which the Reporting Person is a trustee.

17. The shares are held by Degnan Gift Trust for which the Reporting Person's immediate family members are beneficiaries.

18. The shares are held by Fairbanks GRAT No. I for which the Reporting Person and the Reporting Person's spouse are the beneficiaries and the Reporting Person is a trustee and investment advisor.

19. The shares are held by Sherborne GRAT No. I for which the Reporting Person and the Reporting Person's spouse are the beneficiaries and the Reporting Person's spouse is a trustee and investment advisor.

20. The shares are held by The Sudbury Trust for which the Reporting Person's children are the beneficiaries and the Reporting Person is an investment advisor.

21. The stock option is fully vested.

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	11/25/2024
	** 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).
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