0001225208-20-011605.txt : 20200915 0001225208-20-011605.hdr.sgml : 20200915 20200915200840 ACCESSION NUMBER: 0001225208-20-011605 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: Speiser Michael L CENTRAL INDEX KEY: 0001433644 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177119 MAIL ADDRESS: STREET 1: 755 PAGE MILL ROAD, SUITE A-200 CITY: PALO ALTO STATE: CA ZIP: 94304-1005 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 X0206 3 2020-09-15 0 0001640147 Snowflake Inc. SNOW 0001433644 Speiser Michael L 755 PAGE MILL RD., SUITE A-200 PALO ALTO CA 94304-1005 1 1 Series C Preferred Stock Class B Common Stock 30400.0000 D Series D Preferred Stock Class B Common Stock 8300.0000 D Series C Preferred Stock Class B Common Stock 793738.0000 I By Ltd Partnership (CHAT) Series D Preferred Stock Class B Common Stock 136556.0000 I By Ltd Partnership (CHAT) Series E Preferred Stock Class B Common Stock 3658.0000 I By Ltd Partnership (CHAT) Class B Common Stock Class A Common Stock 44252.0000 I By Ltd Partnership (SHV) Series A Preferred Stock Class B Common Stock 7822231.0000 I By Ltd Partnership (SHV) Series B Preferred Stock Class B Common Stock 4163543.0000 I By Ltd Partnership (SHV) Series C Preferred Stock Class B Common Stock 7464467.0000 I By Ltd Partnership (SHV) Series D Preferred Stock Class B Common Stock 2170228.0000 I By Ltd Partnership (SHV) Series E Preferred Stock Class B Common Stock 69370.0000 I By Ltd Partnership (SHV) Series F Preferred Stock Class B Common Stock 2726595.0000 I By Ltd Partnership (SHV) Series G-1 Preferred Stock Class B Common Stock 727185.0000 I By Ltd Partnership (SHV) Series Seed Preferred Stock Class B Common Stock 2121351.0000 I By Ltd Partnership (SHV) Class B Common Stock Class A Common Stock 2312.0000 I By Trust (Trustees) Series A Preferred Stock Class B Common Stock 1446330.0000 I By Trust (Trustees) Series B Preferred Stock Class B Common Stock 769936.0000 I By Trust (Trustees) Series C Preferred Stock Class B Common Stock 710674.0000 I By Trust (Trustees) Series D Preferred Stock Class B Common Stock 249932.0000 I By Trust (Trustees) Series E Preferred Stock Class B Common Stock 7284.0000 I By Trust (Trustees) Series F Preferred Stock Class B Common Stock 508420.0000 I By Trust (Trustees) Series G-1 Preferred Stock Class B Common Stock 129657.0000 I By Trust (Trustees) Series Seed Preferred Stock Class B Common Stock 292984.0000 I By Trust (Trustees) Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G-1 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. Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. 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 will have 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 represents 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. Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein. snowmls.txt /s/ Kanwalpreet S. Kalra, by power of attorney 2020-09-15 EX-24 2 snowmls.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby authorizes Christopher J. Basso or Kanwalpreet S. Kalra to execute for and on behalf of the undersigned Forms 3, 4, and 5, and any Amendments thereto for Snowflake Inc. (the "Company"), and cause such form(s) to be filed with the United States Securities and Exchange Commission pursuant to Section 16(a) of the Securities Act of 1934, relating to the undersigned's beneficial ownership of securities in the Company. 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, in serving in such a 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 Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until 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, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. In witness whereof, the undersigned has caused this Power of Attorney to be executed as of this 14th day of September, 2020. /s/ Michael L. Speiser