Sec Form 4 Filing - McMahon John Dennis @ Snowflake Inc. - 2023-05-31

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 McMahon John Dennis 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SNOWFLAKE INC., 106 EAST BABCOCK STREET, SUITE 3A 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2023 (Street) BOZEMAN, MT59715 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 05/31/2023 M 400,000 A $ 1.41 552,902 ( 1 ) D Class A Common Stock 05/31/2023 M 30,000 A $ 0.07 582,902 ( 1 ) D Class A Common Stock 05/31/2023 S 79,276 D $ 162.545 ( 2 ) 503,626 ( 1 ) D Class A Common Stock 05/31/2023 S 100,882 D $ 163.269 ( 3 ) 402,744 ( 1 ) D Class A Common Stock 05/31/2023 S 48,598 D $ 164.298 ( 4 ) 354,146 ( 1 ) D Class A Common Stock 05/31/2023 S 1,244 D $ 165.105 ( 5 ) 352,902 ( 1 ) D Class A Common Stock 151,188 I Trust ( 6 ) Class A Common Stock 125,737 I Trust ( 7 )

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 Stock Option (Right to Buy) $ 1.41 05/31/2023 M 400,000 ( 8 ) 06/19/2027 Class A Common Stock 400,000 $ 0 0 D Stock Option (Right to Buy) $ 0.07 05/31/2023 M 30,000 ( 8 ) 09/16/2023 Class A Common Stock 30,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McMahon John Dennis C/O SNOWFLAKE INC. 106 EAST BABCOCK STREET, SUITE 3A BOZEMAN, MT59715 X Signatures /s/ Seth J. Gottlieb, Attorney-in-Fact 06/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares to be issued in connection with the vesting of one or more restricted stock units. ( 2 )The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $161.82 to $162.815, 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. ( 3 )The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $162.82 to $163.815, inclusive. ( 4 )The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $163.82 to $164.72, inclusive. ( 5 )The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $165.00 to $165.18, inclusive. ( 6 )The shares are held by The John McMahon Software Irrevocable Trust for which the Reporting Person's immediate family members are the beneficiaries. ( 7 )The shares are held by the John McMahon 1995 Family Trust for which the Reporting Person is a trustee. ( 8 )The shares subject to the option are fully vested and immediately exercisable.

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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