Sec Form 4 Filing - Spiegel Evan @ Snap Inc - 2017-03-07

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 Spiegel Evan 2. Issuer Name and Ticker or Trading Symbol Snap Inc [ SNAP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O SNAP INC., 63 MARKET STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2017 (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 03/07/2017 S 16,000,000 D $ 17 85,004,846 D Class A Common Stock 5,862,410 I By Trust ( 1 )

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 Series FP Preferred Stock ( 2 ) 03/07/2017 C 107,943,924 ( 2 ) ( 2 ) Class C Common Stock ( 3 ) 107,943,924 $ 0 0 D Class C Common Stock ( 3 ) 03/07/2017 C 107,943,924 ( 3 ) ( 3 ) Class B Common Stock ( 4 ) 107,943,924 $ 0 107,943,924 D Series FP Preferred Stock $ 0 03/07/2017 A 37,447,817 ( 5 ) ( 5 ) Class C Common Stock ( 3 ) 37,447,817 $ 0 0 D Class C Common Stock $ 0 03/07/2017 C 37,447,817 ( 5 ) ( 5 ) Class B Common Stock ( 4 ) 37,447,817 $ 0 37,447,817 D Class B Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 5,862,410 5,862,410 I By Trust ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spiegel Evan C/O SNAP INC. 63 MARKET STREET VENICE, CA90291 X Chief Executive Officer Signatures /s/ Seth Gottlieb, Attorney-in-fact 03/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held by an irrevocable trust over which the reporting person has voting power. ( 2 )Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-215866) under the Securities Act of 1933, as amended (the "IPO"), each share of Series FP Preferred Stock converted automatically into one share of Class C Common Stock. ( 3 )Each share of Class C Common Stock is convertible at any time into one share of Class B Common Stock at the option of the reporting person or upon the transfer of such share of Class C Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the reporting person or upon the transfer of such share of Class B Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). The Class B Common Stock has no expiration date. ( 4 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the reporting person or upon the transfer of such share of Class B Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). The Class A Common Stock has no expiration date. ( 5 )Represents shares of Class C Common Stock issuable upon settlement of fully-vested restricted stock units ("RSUs") granted by the Issuer to the reporting person on the closing of the IPO. The RSUs were initially for 37,447,817 shares of Series FP preferred stock and immediately converted into RSUs covering an equivalent number of shares of Class C Common Stock on the closing of the IPO. The shares of Class C Common Stock will be delivered to the reporting person quarterly over the next 3 years beginning in the third quarter following the IPO.

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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