| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/07/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/07/2021 | J(1) | 4,485,227 | D | $0 | 5,991,741 | I | See Footnote(2)(3)(4) | ||
| Class A Common Stock | 01/07/2021 | J(1) | 74,837 | A | $0 | 74,837 | D(5) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Altimeter Private Partners Fund I, L.P. ("APPF I") made a pro rata distribution for no consideration of an aggregate of 3,007,582 shares of Class A Common Stock of the Issuer to its general partner, Altimeter Private General Partner, LLC, its limited partners, and Bradley Gerstner. Altimeter Private Partners Fund II, L.P. ("APPF II") made a pro rata distribution for no consideration of an aggregate of 1,027,954 shares of Class A Common Stock of the Issuer to its general partner, Altimeter Private General Partner II, LLC, its limited partners, and Bradley Gerstner. Altimeter Growth Sierra Fund, L.P. ("AGSF") made a pro rata distribution for no consideration of an aggregate of 449,691 shares of Class A Common Stock of the Issuer to its general partner, Altimeter Growth Sierra General Partner, LLC, and its limited partners. |
| 2. A portion of these shares are directly owned by Altimeter Partners Fund, L.P. ("APF"), APPF I, APPF II, Altimeter Growth Partners Fund III, L.P. ("AGPF III"), AGSF, Altimeter Growth Partners Fund IV, L.P. ("AGPF IV") (collectively, the "Altimeter Entities") in the amounts of 2,596,584, 751,895, 256,989, 1,094,924, 112,423, and 193,533 respectively. Altimeter General Partner, LLC is the general partner of APF, 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 Growth General Partner III, LLC is the general partner of AGFPF 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"). |
| 3. (Continued from footnote 2) As a result of the pro rata distributions for no consideration discussed above made by each of APPF I, APPF II and AGSF, a portion of these shares are directly owned by Altimeter Private General Partner, LLC, Altimeter Private General Partner II, LLC, and Altimeter Growth Sierra General Partner, LLC in the amounts of 743,289, 211,156, and 30,948 respectively. Each of the Altimeter Fund GPs 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. |
| 4. (Continued from footnote 3) Because of the relationship between the Investment Manager, the General Partner and Bradley Gerstner and 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 |
| 5. As a result of the pro rata distributions for no consideration discussed above made by each of APPF I and APPF II, Bradley Gerstner received 74,837 shares of Class A Common Stock of the Issuer. Mr. Gerstner holds these shares directly. |
| /s/ Hab Siam, Attorney-in-fact for Bradley Gerstner | 01/11/2021 | |
| /s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital Management, LP | 01/11/2021 | |
| /s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital General Partner, LLC | 01/11/2021 | |
| ** 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. | ||