Sec Form 4 Filing - Chow Heidy Kingwan @ Snail, Inc. - 2022-11-09

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 Chow Heidy Kingwan 2. Issuer Name and Ticker or Trading Symbol Snail, Inc. [ SNAL] 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 SNAIL, INC., 12049 JEFFERSON BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2022 (Street) CULVER CITY, CA90230 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 Restricted Stock Units ( 1 ) 11/09/2022 A 262,080 ( 2 )( 3 ) ( 1 ) Class A Common Stock 262,080 $ 0 262,080 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chow Heidy Kingwan C/O SNAIL, INC. 12049 JEFFERSON BOULEVARD CULVER CITY, CA90230 Chief Financial Officer Signatures /s/ Heidy Chow 11/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents performance-based restricted stock units ("RSUs") granted under the Issuer's 2022 Omnibus Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs have no expiration date. ( 2 )The RSUs vest as follows: 10% vest on November 9, 2023 if the Issuer's Average Annual Growth Rate (as defined in the applicable award agreement under the Plan, the "AAGR") is 15% or above during the one-year period following November 9, 2022 (the "IPO Date"); an additional 15% vest on November 9, 2024 if the Issuer's AAGR is 30% or above during the two-year period following the IPO Date; an additional 20% vest on November 9, 2025 if the Issuer's AAGR is 45% or above during the three-year period following the IPO Date; ( 3 )an additional 25% vest on November 9, 2026 if the Issuer's AAGR is 60% or above during the four-year period following the IPO Date; an additional 30% on November 9, 2027 if the Issuer's AAGR is 75% or above during the five-year period following the IPO Date, in each case, subject to the reporting person's continuous service through the applicable vesting date; further, if the 75% AAGR is achieved during the period between the IPO Date and the fifth anniversary of the IPO Date, any unvested RSUs that did not vest solely due to failure to satisfy the relevant target AAGR on each of the prior vesting dates will vest in full.

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).

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