0000899243-20-025231.txt : 20200915 0000899243-20-025231.hdr.sgml : 20200915 20200915215724 ACCESSION NUMBER: 0000899243-20-025231 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: Eschenbach Carl M. CENTRAL INDEX KEY: 0001409324 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177326 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 2800 SAND HILL ROAD, SUITE 101 CITY: PALO ALTO STATE: CA ZIP: 94025 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 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-15 0 0001640147 Snowflake Inc. SNOW 0001409324 Eschenbach Carl M. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 1 0 1 0 Series E Preferred Stock Class B Common Stock 6291460 I Sequoia Capital U.S. Growth Fund VII, L.P. Series E Preferred Stock Class B Common Stock 409424 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. Series F Preferred Stock Class B Common Stock 10213048 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. Series F Preferred Stock Class B Common Stock 3154816 I Sequoia Capital Growth Fund III, L.P. Series G-1 Preferred Stock Class B Common Stock 544464 I Sequoia Capital U.S. Growth Fund VI, L.P. Series G-1 Preferred Stock Class B Common Stock 5944 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. Each share of Preferred Stock automatically converts on a one-for-one basis into Class B Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date. Following the closing of the Issuer's initial public offering (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 Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (GGF III); (ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the GFVI Funds); and (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds). (Continued from Footnote 3) SCGF III Management, LLC is a general partner of Sequoia Capital Growth Fund III, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Exhibit 24.1 - Power of Attorney /s/ Jung Yeon Son, Attorney-in-fact for Carl Eschenbach 2020-09-15 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                           LIMITED POWER OF ATTORNEY
                          FOR CERTAIN FILINGS WITH THE
                       SECURITIES AND EXCHANGE COMMISSION

      Know all by these presents that the undersigned hereby constitutes and
appoints each of Marie Klemchuk and Jung Yeon Son the undersigned's true and
lawful attorney-in-fact to:

      (1) Execute for and on behalf of the undersigned, in the undersigned's
          capacity as an officer, director and/or stockholder of any entity
          affiliated with Sequoia Capital Operations, LLC or any corporation or
          other person in which an investment fund affiliated with Sequoia
          Capital Operations, LLC makes an investment (each, a "Company"), Forms
          3, 4, and 5 and amendments thereto in accordance with Section 16(a) of
          the Securities Exchange Act of 1934, as amended (the "1934 Act"),  and
          the rules thereunder, as well as any reports on Schedules 13D or 13G
          or Forms 13F or 13H and amendments thereto in each case in accordance
          with Section 13 of the 1934 Act and the rules thereunder or any Forms
          144 in accordance with Rule 144 under the Securities Act of 1933, as
          amended (the "1933 Act");

      (2) Do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or
          Form 144 or amendment thereto and timely file such form with the
          United States Securities and Exchange Commission (the "SEC") and any
          stock exchange or similar authority; and

     (3) Take any other action of any type whatsoever which, in the opinion of
         such attorney-in-fact, may be necessary or desirable in connection
         with the foregoing authority, it being understood that the documents
         executed by such attorney-in-fact on behalf of the undersigned pursuant
         to this Limited Power of Attorney shall be in such form and shall
         contain such terms and conditions as such attorney-in-fact may approve.

     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 required,
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 each such attorney-in-fact, or any such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is any Company assuming, any of the undersigned's responsibilities
to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the
1933 Act.

     This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.  This Limited Power of Attorney may be filed with the SEC as
a confirming statement of the authority granted herein.

                            [Signature Page Follows]



      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of September 14, 2020.

By: /s/ Carl M. Eschenbach
    -------------------------
    Carl M. Eschenbach