Sec Form 4 Filing - Scarpelli Michael @ Snowflake Inc. - 2021-03-01

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
Scarpelli Michael
2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O SNOWFLAKE INC., 450 CONCAR DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2021
(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
Class A Common Stock 03/01/2021 C 101,541 A 124,895 D
Class A Common Stock 03/01/2021 C 9,686 A 9,686 I Trust ( 2 )
Class A Common Stock 03/01/2021 C 2,755 A 2,755 I Trust ( 3 )
Class A Common Stock 03/01/2021 C 9,686 A 9,686 I Trust ( 4 )
Class A Common Stock 03/01/2021 C 2,755 A 2,755 I Trust ( 5 )
Class A Common Stock 03/01/2021 C 9,686 A 9,686 I Trust ( 6 )
Class A Common Stock 03/01/2021 C 2,755 A 2,755 I Trust ( 7 )
Class A Common Stock 03/01/2021 C 595,607 A 595,607 I Trust ( 8 )
Class A Common Stock 03/01/2021 C 160,558 A 160,558 I Trust ( 9 )
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 ( 10 ) ( 11 ) 12/29/2020 G V 37,323 ( 10 )( 11 ) ( 10 )( 11 ) Class A Common Stock 37,323 $ 0 101,541 D
Class B Common Stock ( 1 ) 03/01/2021 C 101,541 ( 1 ) ( 1 ) Class A Common Stock 101,541 $ 0 0 D
Class B Common Stock ( 10 ) ( 11 ) 12/29/2020 G V 9,686 ( 10 )( 11 ) ( 10 )( 11 ) Class A Common Stock 9,686 $ 0 9,686 I Trust ( 2 )
Class B Common Stock ( 1 ) 03/01/2021 C 9,686 ( 1 ) ( 1 ) Class A Common Stock 9,686 $ 0 0 I Trust ( 2 )
Class B Common Stock ( 10 ) ( 11 ) 12/29/2020 G V 2,755 ( 10 )( 11 ) ( 10 )( 11 ) Class A Common Stock 2,755 $ 0 2,755 I Trust ( 3 )
Class B Common Stock ( 1 ) 03/01/2021 C 2,755 ( 1 ) ( 1 ) Class A Common Stock 2,755 $ 0 0 I Trust ( 3 )
Class B Common Stock ( 10 ) ( 11 ) 12/29/2020 G V 9,686 ( 10 )( 11 ) ( 10 )( 11 ) Class A Common Stock 9,686 $ 0 9,686 I Trust ( 4 )
Class B Common Stock ( 1 ) 03/01/2021 C 9,686 ( 1 ) ( 1 ) Class A Common Stock 9,686 $ 0 0 I Trust ( 4 )
Class B Common Stock ( 10 ) ( 11 ) 12/29/2020 G V 2,755 ( 10 )( 11 ) ( 10 )( 11 ) Class A Common Stock 2,755 $ 0 2,755 I Trust ( 5 )
Class B Common Stock ( 1 ) 03/01/2021 C 2,755 ( 1 ) ( 1 ) Class A Common Stock 2,755 $ 0 0 I Trust ( 5 )
Class B Common Stock ( 10 ) ( 11 ) 12/29/2020 G V 9,686 ( 10 )( 11 ) ( 10 )( 11 ) Class A Common Stock 9,686 $ 0 9,686 I Trust ( 6 )
Class B Common Stock ( 1 ) 03/01/2021 C 9,686 ( 1 ) ( 1 ) Class A Common Stock 9,686 $ 0 0 I Trust ( 6 )
Class B Common Stock ( 10 ) ( 11 ) 12/29/2021 G V 2,755 ( 10 )( 11 ) ( 10 )( 11 ) Class A Common Stock 2,755 $ 0 2,755 I Trust ( 7 )
Class B Common Stock ( 1 ) 03/01/2021 C 2,755 ( 1 ) ( 1 ) Class A Common Stock 2,755 $ 0 0 I Trust ( 7 )
Class B Common Stock ( 1 ) 03/01/2021 C 595,607 ( 1 ) ( 1 ) Class A Common Stock 595,607 $ 0 0 I Trust ( 8 )
Class B Common Stock ( 1 ) 03/01/2021 C 160,558 ( 1 ) ( 1 ) Class A Common Stock 160,558 $ 0 0 I Trust ( 9 )
Stock Option (Right to Buy) $ 8.88 03/01/2021 J( 12 ) 3,679,299 ( 13 ) 08/26/2029 Class B Common Stock ( 10 ) ( 11 ) 3,679,299 $ 0 0 D
Stock Option (Right to Buy) $ 8.88 03/01/2021 J( 12 ) 3,679,299 ( 13 ) 08/26/2029 Class A Common Stock 3,679,299 $ 0 3,679,299 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scarpelli Michael
C/O SNOWFLAKE INC.
450 CONCAR DRIVE
SAN MATEO, CA94402
Chief Financial Officer
Signatures
/s/ Travis Shrout, Attorney-in-Fact 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 )The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
( 3 )The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
( 4 )The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Persons' child is the beneficiary.
( 5 )The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
( 6 )The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
( 7 )The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
( 8 )The shares are held by the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust for which the Reporting Person is a beneficiary.
( 9 )The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee.
( 10 )At the time of this transaction, each share of Class B Common Stock was convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and had no expiration date. On any transfer of shares of Class B Common Stock, each such transferred share would have automatically converted into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.
( 11 )At the time of this transaction, each share of Class B Common Stock held by the Reporting Person was automatically convertible 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. Subsequent to this transaction, the shares of Class B Common Stock were automatically converted into Class A Common Stock as described in footnote 1.
( 12 )In connection with the automatic conversion described in footnote 1, the outstanding options to purchase shares of Class B Common Stock that were issued under the Issuer's Amended and Restated 2012 Equity Incentive Plan remain unchanged, except that the underlying shares now represent Class A Common Stock.
( 13 )The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on August 19, 2019, subject to Reporting Person's continuous service through each such vesting date.

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