Sec Form 4 Filing - GERSTNER BRAD @ Snowflake Inc. - 2021-06-10

Insider filing report for Changes in Beneficial Ownership
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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
GERSTNER BRAD
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)
ONE INTERNATIONAL PLACE, SUITE 4610,
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2021
(Street)
BOSTON, MA02110
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 06/10/2021 J( 1 ) 9,165,979 D $ 0 24,951,588 I See Footnote ( 2 ) ( 3 ) ( 4 )
Class A Common Stock 06/10/2021 J( 1 ) 128,744 A $ 0 832,781 D ( 5 )
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
GERSTNER BRAD
ONE INTERNATIONAL PLACE, SUITE 4610,
BOSTON, MA02110
X
Altimeter Capital Management, LP
ONE INTERNATIONAL PLACE, SUITE 4610,
BOSTON, MA02110
X
Altimeter Capital Management General Partner, LLC
ONE INTERNATIONAL PLACE, SUITE 4610,
BOSTON, MA02110
X
Signatures
/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner 06/14/2021
Signature of Reporting Person Date
/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital Management, LP 06/14/2021
Signature of Reporting Person Date
/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital General Partner, LLC 06/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Altimeter Private Partners Fund I, L.P. ("APPF I") made a pro rata distribution for no consideration of an aggregate of 4,511,373 shares of Class A Common Stock of the Issuer to Altimeter Private Partner General Partner, LLC, its limited partners and Bradley Gerstner. Altimeter Private Partners Fund II, L.P. ("APPF II") made a pro rata distribution for no consideration of an aggregate of 1,541,932 shares of Class A Common Stock of the Issuer to Altimeter Private General Partner II, LLC, its limited partners and Bradley Gerstner. Altimeter Growth Partners Fund III, L.P. ("AGPF III") made a pro rata distribution for no consideration of an aggregate of 1,313,909 shares of Class A Common Stock of the Issuer to Altimeter Growth General Partner III, LLC, its limited partners and Bradley Gerstner.
( 2 )(Continued from footnote 1) Altimeter Growth Sierra Fund, L.P. ("AGSF") made a pro rata distribution for no consideration of an aggregate of 1,798,765 shares of Class A Common Stock of the Issuer to Altimeter Sierra General Partner, LLC and its limited partners. A portion of these shares are directly owned by Altimeter Partners Fund, L.P. ("APF"), APPF I, APPF II, AGPF III, Altimeter Growth Partners Fund IV, L.P. ("AGPF IV") (collectively with Altimeter Growth Sierra Fund, L.P., the "Altimeter Entities") in the amounts of 9,126,337, 7,518,955, 2,569,886, 3,065,790, and 774,133, respectively. A portion of these shares are directly owned by Altimeter Private Partner General Partner, LLC, Altimeter Private General Partner II, LLC, Altimeter Growth General Partner III, LLC, Altimeter Sierra General Partner, LLC, in the amounts of 1,161,679, 397,053, 165,554, and 172,201, respectively.
( 3 )(Continued from footnote 2) Altimeter Private General Partner, LLC is the general partner of APPF I, Altimeter Private General Partner II, LLC is the general partner of APPF II, and Altimeter Sierra General Partner, LLC is the general partner of AGSF, Altimeter General Partner, LLC is the general partner of APF, Altimeter Growth General Partner III, LLC is the general partner of AGPF III, and Altimeter Growth General Partner IV, LLC is the general partner of AGPF IV (collectively, the "Altimeter Fund GPs"). Each of the Altimeter Fund GPs has delegated share voting and investment power to Altimeter Capital Management, LP (the "Investment Manager"). The sole general partner of the Investment Manager is Altimeter Capital General Partner, LLC (the "General Partner"), and Bradley Gerstner is the sole managing principal of the Investment Manager and the General Partner, and may be deemed to share voting and investment power over these shares.
( 4 )(Continued from footnote 3) Because of the relationship between the Investment Manager, the General Partner and Bradley Gerstner and the Altimeter Entities and the Altimeter Fund GPs, each of the Investment Manager, the General Partner and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in the Altimeter Entities and the Altimeter Fund GPs. Each of the Investment Manager, the General Partner and Bradley Gerstner disclaims any beneficial ownership of the securities held by the Altimeter Entities except to the extent of any pecuniary interest therein.
( 5 )As a result of the pro rata distributions for no consideration discussed above made by each of APPF I, APPF II, and AGPF III, Bradley Gerstner received 128,744 shares of Class A Common Stock of the Issuer. Mr. Gerstner holds these shares directly.

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