Sec Form 4 Filing - SC US (TTGP), LTD. @ Snowflake Inc. - 2021-03-01

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 SC US (TTGP), LTD. 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) 2800 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2021 (Street) MENLO PARK, CA94025 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 Class A Common Stock ( 1 ) 03/01/2021 C 6,291,460 A 6,291,460 I Sequoia Capital U.S. Growth Fund VII, L.P. ( 2 ) ( 3 ) ( 4 ) Class A Common Stock ( 1 ) 03/01/2021 C 409,424 A 409,424 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 2 ) ( 3 ) ( 4 ) Class A Common Stock ( 1 ) 03/01/2021 C 10,213,048 A 10,213,048 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ( 2 ) ( 3 ) ( 4 ) Class A Common Stock ( 1 ) 03/01/2021 C 3,154,816 A 3,154,816 I Sequoia Capital Growth Fund III, L.P. ( 2 ) ( 3 ) ( 4 ) Class A Common Stock ( 1 ) 03/01/2021 C 544,464 A 544,464 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 2 ) ( 3 ) ( 4 ) Class A Common Stock ( 1 ) 03/01/2021 C 5,944 A 5,944 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 2 ) ( 3 ) ( 4 )

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 ) 03/01/2021 C 6,291,460 ( 1 ) ( 1 ) Class A Common Stock 6,291,460 $ 0 0 I Sequoia Capital U.S. Growth Fund VII, L.P. ( 2 ) ( 3 ) ( 4 ) Class B Common Stock ( 1 ) 03/01/2021 C 409,424 ( 1 ) ( 1 ) Class A Common Stock 409,424 $ 0 0 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 2 ) ( 3 ) ( 4 ) Class B Common Stock ( 1 ) 03/01/2021 C 10,213,048 ( 1 ) ( 1 ) Class A Common Stock 10,213,048 $ 0 0 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ( 2 ) ( 3 ) ( 4 ) Class B Common Stock ( 1 ) 03/01/2021 C 3,154,816 ( 1 ) ( 1 ) Class A Common Stock 3,154,816 $ 0 0 I Sequoia Capital Growth Fund III, L.P. ( 2 ) ( 3 ) ( 4 ) Class B Common Stock ( 1 ) 03/01/2021 C 544,464 ( 1 ) ( 1 ) Class A Common Stock 544,464 $ 0 0 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 2 ) ( 3 ) ( 4 ) Class B Common Stock ( 1 ) 03/01/2021 C 5,944 ( 1 ) ( 1 ) Class A Common Stock 5,944 $ 0 0 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SC US (TTGP), LTD. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SC U.S. GROWTH VI MANAGEMENT, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Signatures /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 03/03/2021 Signature of Reporting Person Date /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VI Management, L.P. 03/03/2021 Signature of Reporting Person Date /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VI Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VI, L.P. 03/03/2021 Signature of Reporting Person Date /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VI Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VI Principals Fund, L.P. 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective as of 5:00 p.m. Eastern Time on March 1, 2021, the date specified by the holders of a majority of the then-outstanding shares of the Issuer's Class B Common Stock, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation. ( 2 )SC US (TTGP), Ltd. is (i) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (GGF III); (ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the GFVI Funds); and (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds). ( 3 )(Continued from Footnote 2) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF III, the GFVI Funds, and the GFVII Funds. SCGF III Management, LLC is a general partner of Sequoia Capital Growth Fund III, L.P., and, as a result, SCGF III Management, LLC may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Growth Fund III, L.P. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III. Each of Douglas Leone, Roelof Botha, SC US (TTGP), Ltd., ( 4 )(Continued from Footnote 3) SCGGF III - Endurance Partners Management, L.P., SC U.S. Growth VI Management, L.P. and SC U.S. Growth VII Management, L.P. disclaims beneficial ownership of the shares held by GGF III, the GFVI Funds and GFVII Funds, as applicable, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. SCGF III Management, LLC disclaims beneficial ownership of the shares held by Sequoia Capital Growth Fund III, L.P., except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks: Filing 3 of 3.Due to the limitations of the electronic filing system SCGGF III - Endurance Partners Management, L.P., Sequoia Capital Global Growth Fund III - Endurance Partners, L.P., SCGF III Management, LLC, Sequoia Capital Growth Fund III, L.P., SC U.S. Growth VII Management, L.P., Sequoia Capital U.S. Growth Fund VII, L.P., Sequoia Capital U.S. Growth VII Principals Fund, L.P., Roelof Botha and Douglas Leone are filing a separate Form 4.

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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