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