Sec Form 3 Filing - ICONIQ Strategic Partners III, L.P. @ Snowflake Inc. - 2020-09-15

FORM 3 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 ICONIQ Strategic Partners III, L.P. 2. Issuer Name and Ticker or Trading Symbol Snowflake Inc. [ SNOW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2020 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock ( 1 ) 24,172 D ( 2 ) ( 3 ) ( 4 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock ( 1 ) 25,828 I ( 5 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners III-B, L.P. Series D Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 1 ) ( 6 ) 7,592,342 D ( 2 ) ( 3 ) ( 4 ) Series D Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 1 ) ( 6 ) 8,112,520 I ( 5 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners III-B, L.P. Series E Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 1 ) ( 6 ) 3,239,468 D ( 2 ) ( 3 ) ( 4 ) Series E Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 1 ) ( 6 ) 3,461,416 I ( 5 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners III-B, L.P. Series E Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 1 ) ( 6 ) 6,700,886 I ( 7 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF Series F Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 1 ) ( 6 ) 1,786,190 D ( 2 ) ( 3 ) ( 4 ) Series F Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Class B Common Stock ( 1 ) ( 6 ) 1,908,559 I ( 5 ) ( 3 ) ( 4 ) By ICONIQ Strategic Partners III-B, L.P.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICONIQ Strategic Partners III, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners III-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners III Co-Invest, L.P. (Series SF) C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners III GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X ICONIQ Strategic Partners III TT GP, Ltd. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Makan Divesh C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Griffith William J.G. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA94111 X Signatures ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 09/15/2020 Signature of Reporting Person Date ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 09/15/2020 Signature of Reporting Person Date ICONIQ Strategic Partners III Co-Invest, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 09/15/2020 Signature of Reporting Person Date ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 09/15/2020 Signature of Reporting Person Date ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 09/15/2020 Signature of Reporting Person Date Divesh Makan, /s/ Divesh Makan 09/15/2020 Signature of Reporting Person Date William J.G. Griffith, /s/ William J.G. Griffith 09/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Following the closing of the Issuer's initial public offering ("IPO"), each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation (the "COI"). Additionally, the shares of Class B Common Stock will convert automatically into Class A Common Stock on a 1:1 basis upon the following: (1) sale or transfer of such share of Class B Common Stock, (2) on the final conversion date, as defined in the COI, and (3) as otherwise set forth in the COI. ( 2 )The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). ( 3 )ICONIQ Strategic Partners GP III, L.P. ("ICONIQ GP III") is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ SF. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP III. ( 4 )Each of ICONIQ GP III, ICONIQ Parent GP III, Makan, and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. ( 5 )The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). ( 6 )Each of the Series D Convertible Preferred Stock, the Series E Convertible Preferred Stock, and the Series F Convertible Preferred Stock is convertible at the option of the holder into Class B Common Stock on a 1:1 basis. Immediately prior to the consummation of the Issuer's initial public offering all shares of each such series of convertible preferred stock will automatically convert into Class B Common Stock. ( 7 )The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF").

Remarks: This Form 3 is the first of two Form 3's being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer ICONIQ Strategic Partners III, L.P.

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.
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