0001628280-20-013631.txt : 20200915 0001628280-20-013631.hdr.sgml : 20200915 20200915200533 ACCESSION NUMBER: 0001628280-20-013631 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200915 FILED AS OF DATE: 20200915 DATE AS OF CHANGE: 20200915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McMahon John Dennis CENTRAL INDEX KEY: 0001397798 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177107 MAIL ADDRESS: STREET 1: C/O BLADELOGIC, INC. STREET 2: 10 MAGUIRE STREET, BUILDING 3 CITY: LEXINGTON STATE: MA ZIP: 02421 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Snowflake Inc. CENTRAL INDEX KEY: 0001640147 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 460636374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 450 CONCAR DRIVE CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 844-766-9355 MAIL ADDRESS: STREET 1: 450 CONCAR DRIVE CITY: SAN MATEO STATE: CA ZIP: 94402 FORMER COMPANY: FORMER CONFORMED NAME: Snowflake Computing, Inc. DATE OF NAME CHANGE: 20150421 3 1 wf-form3_160021471963189.xml FORM 3 X0206 3 2020-09-15 0 0001640147 Snowflake Inc. SNOW 0001397798 McMahon John Dennis C/O SNOWFLAKE INC. 450 CONCAR DRIVE SAN MATEO CA 94402 1 0 0 0 Series A Preferred Stock Class B Common Stock 71921.0 D Series B Preferred Stock Class B Common Stock 25825.0 D Series C Preferred Stock Class B Common Stock 53442.0 D Series A Preferred Stock Class B Common Stock 71921.0 I Trust Series B Preferred Stock Class B Common Stock 25825.0 I Trust Series C Preferred Stock Class B Common Stock 53442.0 I Trust Series D Preferred Stock Class B Common Stock 45718.0 I Trust Stock Option (Right to Buy) 0.07 2023-09-16 Class B Common Stock 489016.0 D Stock Option (Right to Buy) 1.41 2027-06-19 Class B Common Stock 400000.0 D Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock will automatically convert into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and has no expiration date. Following the closing of the Issuer's IPO, each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, 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. 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. The shares are held by The John McMahon Software Irrevocable Trust for which the Reporting Person's immediate family members are the beneficiaries. The shares are held by the John McMahon 1995 Family Trust for which the Reporting Person is a trustee. The shares subject to the option are fully vested and immediately exercisable. The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on September 17, 2017, subject to Reporting Person's continuous service through each such vesting date. Exhibit 24 - Power of Attorney /s/ Travis Shrout, Attorney-in-Fact 2020-09-15 EX-24 2 ex-24.htm JOHN MCMAHON - POA

POWER OF ATTORNEY
    Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael P. Scarpelli, Derk Lupinek, Travis Shrout, Amanda Baratz, Donna Hammer, and Roxanne Eakin of Snowflake Inc. (the "Company") and Seth Gottlieb and Kris Tamashiro of Cooley LLP, signing individually, the undersigned's true and lawful attorneys-in-fact and agents to:
    (1)    Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC"), a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation thereunder;
    (2)    Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4, and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity as an officer, director, or beneficial owner of more than 10% of a registered class of securities of the Company;
    (3)    Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4, or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and
    (4)    Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.
    The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.
    This Power of Attorney shall remain in full force and effect until the earliest to occur of the following: (a) the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of, and transactions in, securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact, or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.
    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
Date: September 14, 2020

Signature: /s/ John D. McMahon
Name: John D. McMahon