SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Slootman Frank

(Last)

(First)

(Middle)

C/O SNOWFLAKE INC.

106 EAST BABCOCK STREET, SUITE 3A

(Street)

BOZEMAN

59715

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/28/2021		G	V	27,014	D	$0	1,322,092⁽¹⁾	I	Trust⁽²⁾
Class A Common Stock	06/28/2021		G	V	27,014	A	$0	27,014⁽¹⁾	I	Foundation⁽³⁾
Class A Common Stock	06/30/2021		G⁽⁴⁾	V	3,155	D	$0	61,747	D
Class A Common Stock	07/20/2021		M		31,546	A	$8.88	93,293	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		1,500	D	$249.575⁽⁵⁾	91,793	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		3,500	D	$250.61⁽⁶⁾	88,293	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		3,261	D	$251.422⁽⁷⁾	85,032	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		2,976	D	$252.574⁽⁸⁾	82,056	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		3,500	D	$253.472⁽⁹⁾	78,556	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		700	D	$254.511⁽¹⁰⁾	77,856	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		6,238	D	$255.785⁽¹¹⁾	71,618	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		5,423	D	$256.681⁽¹²⁾	66,195	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		1,906	D	$257.684⁽¹³⁾	64,289	D
Class A Common Stock	07/20/2021		S⁽⁴⁾		2,542	D	$258.54⁽¹⁴⁾	61,747	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$8.88	07/20/2021		M			31,546	⁽¹⁵⁾	05/28/2029	Class A Common Stock	31,546	$0	13,519,746	D

Explanation of Responses:

1. The Slootman Living Trust dated 9/8/1999 transferred shares to the Slootman Family Foundation dated 11/24/2010, a charitable foundation over which the Reporting Person is deemed to have voting and investment power.

2. The shares are held by the Slootman Living Trust dated 9/8/1999 for which the Reporting Person is a trustee.

3. The shares are held by the Slootman Family Foundation dated 11/24/2010, a charitable foundation over which the Reporting Person is deemed to have voting and investment power. However, the Reporting Person has no personal pecuniary interest in these shares.

4. This gift and all sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person.

5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $248.88 to $249.88, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in these footnotes.

6. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $250.02 to $251.02, inclusive.

7. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $251.05 to $251.92, inclusive.

8. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $252.06 to $253.05, inclusive.

9. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $253.08 to $254.00, inclusive.

10. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $254.13 to $254.83, inclusive.

11. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $255.20 to $256.17, inclusive.

12. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $256.235 to $257.215, inclusive.

13. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $257.27 to $258.22, inclusive.

14. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $258.28 to $258.89, inclusive.

15. The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on April 26, 2019, subject to the Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Travis Shrout, Attorney-in-Fact	07/22/2021
	** Signature of Reporting Person	Date
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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