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 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
|
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/11/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 10/11/2023 | M(1) | 8,334 | A | $8.88 | 191,247(2) | D | |||
Class A Common Stock | 10/11/2023 | S(1) | 4,162 | D | $163.232(3) | 187,085(2) | D | |||
Class A Common Stock | 10/11/2023 | S(1) | 3,072 | D | $163.837(4) | 184,013(2) | D | |||
Class A Common Stock | 10/11/2023 | S(1) | 1,000 | D | $164.856(5) | 183,013(2) | D | |||
Class A Common Stock | 10/11/2023 | S(1) | 100 | D | $165.6 | 182,913(2) | D | |||
Class A Common Stock | 16,300 | I | Trust(6) | |||||||
Class A Common Stock | 83,014 | I | Foundation(7) | |||||||
Class A Common Stock | 335,146 | I | Trust(8) | |||||||
Class A Common Stock | 432,146 | 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 (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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $8.88 | 10/11/2023 | M | 8,334 | (10) | 05/28/2029 | Class A Common Stock | 8,334 | $0 | 11,807,858 | D |
Explanation of Responses: |
1. The exercise and sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 22, 2023. |
2. Includes shares to be issued in connection with the vesting of one or more restricted stock units. |
3. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $162.530 to $163.490, 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. |
4. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $163.530 to $164.500, inclusive. |
5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $164.560 to $165.130, inclusive. |
6. The shares are held by the Slootman Grandchildren's Trust dated 7/28/2022 for which the Reporting Person is a trustee. |
7. 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. |
8. The shares are held by the Slootman Living Trust dated 9/8/1999 for which the Reporting Person is a trustee. |
9. The shares are held by the Slootman 2023 Grantor Retained Annuity Trust dated 9/25/23 for which the Reporting Person is a trustee. |
10. 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/ Merritt Steele, Attorney-in-Fact | 10/12/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |