Sec Form 4 Filing - McMahon John Dennis @ 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 McMahon John Dennis 2. Issuer Name and Ticker or Trading Symbol Snowflake Inc. [ SNOW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SNOWFLAKE INC., 450 CONCAR DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2020 (Street) SAN MATEO, CA94402 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 Series A Preferred Stock ( 1 ) 09/18/2020 C 71,921 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) ( 3 ) 71,921 $ 0 0 D Series B Preferred Stock ( 1 ) 09/18/2020 C 25,825 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) ( 3 ) 25,825 $ 0 0 D Series C Preferred Stock ( 1 ) 09/18/2020 C 53,442 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) ( 3 ) 53,442 $ 0 0 D Series A Preferred Stock ( 1 ) 09/18/2020 C 71,921 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) ( 3 ) 71,921 $ 0 0 I Trust ( 4 ) Series B Preferred Stock ( 1 ) 09/18/2020 C 25,825 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) ( 3 ) 25,825 $ 0 0 I Trust ( 4 ) Series C Preferred Stock ( 1 ) 09/18/2020 C 53,442 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) ( 3 ) 53,442 $ 0 0 I Trust ( 4 ) Series D Preferred Stock ( 1 ) 09/18/2020 C 45,718 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) ( 3 ) 45,718 $ 0 0 I Trust ( 5 ) Class B Common Stock ( 2 ) ( 3 ) 09/18/2020 C 71,921 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 71,921 $ 0 71,921 D Class B Common Stock ( 2 ) ( 3 ) 09/18/2020 C 25,825 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 25,825 $ 0 97,746 D Class B Common Stock ( 2 ) ( 3 ) 09/18/2020 C 53,442 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 53,442 $ 0 151,188 D Class B Common Stock ( 2 ) ( 3 ) 09/18/2020 C 71,921 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 71,921 $ 0 71,921 I Trust ( 4 ) Class B Common Stock ( 2 ) ( 3 ) 09/18/2020 C 25,825 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 25,825 $ 0 97,746 I Trust ( 4 ) Class B Common Stock ( 2 ) ( 3 ) 09/18/2020 C 53,442 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 53,442 $ 0 151,188 I Trust ( 4 ) Class B Common Stock ( 2 ) ( 3 ) 09/18/2020 C 45,718 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 45,718 $ 0 45,718 I Trust ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McMahon John Dennis C/O SNOWFLAKE INC. 450 CONCAR DRIVE SAN MATEO, CA94402 X Signatures /s/ Travis Shrout, Attorney-in-Fact 09/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D 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. ( 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 )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 represent 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. ( 4 )The shares are held by The John McMahon Software Irrevocable Trust for which the Reporting Person's immediate family members are the beneficiaries. ( 5 )The shares are held by the John McMahon 1995 Family Trust for which the Reporting Person is a trustee.

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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