Sec Form 4 Filing - O'Sullivan Michael J. @ Snap Inc - 2017-11-16

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person O'Sullivan Michael J. 2. Issuer Name and Ticker or Trading Symbol Snap Inc [ SNAP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) C/O SNAP INC., 63 MARKET STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2017 (Street) VENICE, CA90291 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 11/16/2017 S 10,016 ( 1 ) D $ 12.5384 ( 2 ) 1,055,369 ( 3 ) ( 4 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Sullivan Michael J. C/O SNAP INC. 63 MARKET STREET VENICE, CA90291 General Counsel Signatures /s/ Seth Gottlieb, Attorney-in-fact 11/20/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the sale of shares to cover tax withholding obligations in connection with the settlement and release of restricted stock units ("RSUs") granted by the issuer to the reporting person. Each RSU represents a contingent right to receive one share of issuer's Class A Common Stock. ( 2 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.38 to$12.67 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of theSecurities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within therange set forth in this footnote. ( 3 )As reported on a Form 4 filed on September 8, 2017, the reporting person was granted 1,065,385 RSUs, of which 10% vest in equal quarterly installments during the first 12 months of continuous service from August 15, 2017; 20% vest in equal quarterly installments during the second 12-month period of reporting person's continuous service; 30% vest in equal quarterly installments during the third 12-month period of reporting person's continuous service; and 40% vest in equal quarterly installments during the fourth 12-month period of reporting person's continuous service. ( 4 )If the reporting person dies while in continuous service, the service-based requirement will be satisfied as to 100% of the RSUs for which the service-based requirement otherwise already was not satisfied.

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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