Sec Form 4 Filing - Speiser Michael L @ Snowflake Inc. - 2020-09-18

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 Speiser Michael L 2. Issuer Name and Ticker or Trading Symbol Snowflake Inc. [ SNOW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 755 PAGE MILL RD., SUITE A-200 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2020 (Street) PALO ALTO, CA94304-1005 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

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 ) 09/18/2020 C 793,738 ( 2 ) ( 2 ) Class A Common Stock 793,738 $ 0 793,738 I By Ltd Partnership (CHAT) ( 3 ) Class B Common Stock ( 1 ) 09/18/2020 C 136,556 ( 2 ) ( 2 ) Class A Common Stock 136,556 $ 0 930,294 I By Ltd Partnership (CHAT) ( 3 ) Class B Common Stock ( 1 ) 09/18/2020 C 3,658 ( 2 ) ( 2 ) Class A Common Stock 3,658 $ 0 933,952 I By Ltd Partnership (CHAT) ( 3 ) Series C Preferred Stock ( 4 ) 09/18/2020 C 793,738 ( 4 ) ( 4 ) Class B Common Stock 793,738 $ 0 0 I By Ltd Partnership (CHAT) ( 3 ) Series D Preferred Stock ( 4 ) 09/18/2020 C 136,556 ( 4 ) ( 4 ) Class B Common Stock 136,556 $ 0 0 I By Ltd Partnership (CHAT) ( 3 ) Series E Preferred Stock ( 4 ) 09/18/2020 C 3,658 ( 4 ) ( 4 ) Class B Common Stock 3,658 $ 0 0 I By Ltd Partnership (CHAT) ( 3 ) Series C Preferred Stock ( 4 ) 09/18/2020 C 710,674 ( 4 ) ( 4 ) Class B Common Stock 710,674 $ 0 0 I By Trust (Trustees) ( 5 ) Series D Preferred Stock ( 4 ) 09/18/2020 C 249,932 ( 4 ) ( 4 ) Class B Common Stock 249,932 $ 0 0 I By Trust (Trustees) ( 5 ) Series E Preferred Stock ( 4 ) 09/18/2020 C 7,284 ( 4 ) ( 4 ) Class B Common Stock 7,284 $ 0 0 I By Trust (Trustees) ( 5 ) Series F Preferred Stock ( 4 ) 09/18/2020 C 508,420 ( 4 ) ( 4 ) Class B Common Stock 508,420 $ 0 0 I By Trust (Trustees) ( 5 ) Series G-1 Preferred Stock ( 4 ) 09/18/2020 C 129,657 ( 4 ) ( 4 ) Class B Common Stock 129,657 $ 0 0 I By Trust (Trustees) ( 5 ) Series Seed Preferred Stock ( 4 ) 09/18/2020 C 292,984 ( 4 ) ( 4 ) Class B Common Stock 292,984 $ 0 0 I By Trust (Trustees) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Speiser Michael L 755 PAGE MILL RD., SUITE A-200 PALO ALTO, CA94304-1005 X X Signatures /s/ Kanwalpreet S. Kalra, by power of attorney 09/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock; (2) the death of the Reporting Person; and (3) on the final conversion date, defined as the earlier of (a) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represents less than 10% of the then outstanding Class A and Class B Common Stock; (b) the seventh anniversary of the effectiveness of the registration statement in connection with the Issuer's IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class. ( 2 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date. 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. ( 3 )Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. ( 4 )Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G-1 Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and had no expiration date. ( 5 )Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

Remarks: Multiple Forms Submitted

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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