Sec Form 4 Filing - Scarpelli Michael @ Snowflake Inc. - 2024-02-27

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., 106 EAST BABCOCK STREET, SUITE 3A
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2024
(Street)
BOZEMAN, MT59715
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 02/27/2024 A 46,272 ( 1 ) A $ 0 187,300 ( 2 ) D
Class A Common Stock 560,493 ( 3 ) I Trust ( 4 )
Class A Common Stock 195,672 ( 3 ) I Trust ( 5 )
Class A Common Stock 9,686 I Trust ( 6 )
Class A Common Stock 9,686 I Trust ( 7 )
Class A Common Stock 9,686 I Trust ( 8 )
Class A Common Stock 2,755 I Trust ( 9 )
Class A Common Stock 2,755 I Trust ( 10 )
Class A Common Stock 2,755 I Trust ( 11 )
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
Stock Option (Right to Buy) $ 8.88 ( 12 ) 08/26/2029 Class A Common Stock 2,019,299 ( 13 ) 2,019,299 ( 13 ) D
Stock Option (Right to Buy) $ 207.56 ( 14 ) 03/08/2032 Class A Common Stock 69,569 ( 13 ) 69,569 ( 13 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scarpelli Michael
C/O SNOWFLAKE INC.
106 EAST BABCOCK STREET, SUITE 3A
BOZEMAN, MT59715
Chief Financial Officer
Signatures
/s/ Bryan Kelly, Attorney-in-Fact 02/29/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents previously granted restricted stock units acquired following determination of the Issuer's achievement of pre-established financial performance goals for fiscal year 2024. The restricted stock units will vest over four years, with 25% vesting on March 15, 2024 and 6.25% vesting on each "Quarterly Date" thereafter, subject to the Reporting Person's continuous service through each such vesting date. Quarterly Dates are each of March 15, June 15, September 15, and December 15.
( 2 )Includes shares to be issued in connection with the vesting of one or more restricted stock units.
( 3 )Reflects the distribution of 16,725 shares from the Michael P. Scarpelli Retained Annuity Trust to the Reporting Person as an annuity payment on September 12, 2023 and the subsequent transfer of the 16,725 shares from the Reporting Person to the Scarpelli Family Trust on September 15,2023.
( 4 )The shares are held by the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust for which the Reporting Person is a beneficiary.
( 5 )The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee.
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )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.
( 10 )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.
( 11 )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.
( 12 )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.
( 13 )The Reporting Person is not reporting any transactions relating to his stock options for the Issuer's Class A Common Stock and is voluntarily reporting his outstanding stock options as of the date of this report.
( 14 )The shares subject to the option vest in 48 equal monthly installments beginning on March 8, 2022, subject to the Reporting Person's continuous service through each such vesting date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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