0001104659-20-105371.txt : 20200915 0001104659-20-105371.hdr.sgml : 20200915 20200915204230 ACCESSION NUMBER: 0001104659-20-105371 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: GERSTNER BRAD CENTRAL INDEX KEY: 0001775157 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177156 MAIL ADDRESS: STREET 1: 20880 STONE OAK PKWY CITY: SAN ANTONIO STATE: TX ZIP: 78258 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Altimeter Capital Management, LP CENTRAL INDEX KEY: 0001541617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39504 FILM NUMBER: 201177157 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 4610 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-310-6142 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 4610 CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: Altimeter Capital Management, LLC DATE OF NAME CHANGE: 20120207 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 tm2030932d1_3.xml OWNERSHIP DOCUMENT X0206 3 2020-09-15 0 0001640147 Snowflake Inc. SNOW 0001775157 GERSTNER BRAD ONE INTERNATIONAL PLACE, SUITE 4610, BOSTON MA 02110 0 0 1 0 0001541617 Altimeter Capital Management, LP ONE INTERNATIONAL PLACE, SUITE 4610, BOSTON MA 02110 0 0 1 0 Class B Common Stock Class A Common Stock 50000 I See footnote Preferred Stock Class B Common Stock 36236307 I See footnote Immediately upon the closing of the Issuer's initial public offering ("IPO"), each outstanding share of convertible Preferred Stock will convert into one share of Class B Common Stock. Additionally, 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 each 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. (Continued from footnote 1) Each share of Class B Common Stock held by each 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 such 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. These shares are directly owned by Altimeter Private Partners Fund I, L.P. ("APPF I"). Altimeter Private General Partner, LLC is the general partner of APPF I and has delegated share voting and investment power to Altimeter Capital Management, LP (the "Investment Manager"). The sole general partner of the Investment Manager is Altimeter Capital General Partner, LLC (the "General Partner"), and Bradley Gerstner is the sole managing principal of the Investment Manager and the General Partner, and may be deemed to share voting and investment power over these shares. Because of the relationship between the Investment Manager, the General Partner and Bradley Gerstner and APPF I, each of the Investment Manager, the General Partner and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in APPF I. (Continued from footnote 3) Each of the Investment Manager, the General Partner and Bradley Gerstner disclaims any beneficial ownership of the securities held by APPF I except to the extent of any pecuniary interest therein. These shares are directly owned by APPF I, Altimeter Private Partners Fund II, L.P. ("APPF II"), Altimeter Partners Fund, L.P. ("APF"), Altimeter Growth Partners Fund III, L.P. ("AGPF III"), Altimeter Growth Sierra Fund, L.P. ("AGSF"), and Altimeter Growth Partners Fund IV, L.P. ("AGPF IV") (collectively, the "Altimeter Entities") in the amounts of 15,037,910, 5,139,772, 8,706,337, 4,379,699, 2,248,456, and 774,133, respectively. Altimeter Private General Partner, LLC is the general partner of APPF I, Altimeter Private General Partner II, LLC is the general partner of APPF II, Altimeter General Partner, LLC is the general partner of APF, Altimeter Growth General Partner III, LLC is the general partner of AFPG III, Altimeter Growth Sierra General Partner, LLC is the general partner of AGSF, and Altimeter Growth General Partner IV is the general partner of AGPF IV (collectively, the "Altimeter Fund GPs"). (Continued from footnote 5) Each of the Altimeter Fund GPs has delegated share voting and investment power to the Investment Manager. The sole general partner of the Investment Manager is the General Partner, and Bradley Gerstner is the sole managing principal of the Investment Manager and the General Partner, and may be deemed to share voting and investment power over these shares. Because of the relationship between the Investment Manager, the General Partner and Bradley Gerstner and each of the Altimeter Entities, each of the Investment Manager, the General Partner and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in the Altimeter Entities. Each of the Investment Manager, the General Partner and Bradley Gerstner disclaims any beneficial ownership of the securities held by the Altimeter Entities except to the extent of any pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney /s/ Hab Siam, Attorney-in-fact for Bradley Gerstner 2020-09-15 /s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital Management, LP 2020-09-15 EX-24 2 tm2030932d1_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Hab Siam signing singly, 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 reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder of Snowflake, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange 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, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

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 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 Exchange Act.

The execution by the undersigned of this Power of Attorney hereby expressly revokes and terminates any powers of attorney previously granted by the undersigned relating to Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company. 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 September 15, 2020.

/s/ Bradley Gerstner