SEC Form 4
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*
ICONIQ Strategic Partners V, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 03/05/2021 P 320 A $233.9863(1) 82,981 D(2)(4)(5)
Class A Common Stock 03/05/2021 P 492 A $233.9863(1) 127,831 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/05/2021 P 826 A $234.7893(6) 83,807 D(2)(4)(5)
Class A Common Stock 03/05/2021 P 1,274 A $234.7893(6) 129,105 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 8,943 A $220.1879(7) 92,750 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 13,776 A $220.1879(7) 142,881 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 4,208 A $221.1327(8) 96,958 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 6,483 A $221.1327(8) 149,364 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 6,059 A $222.1068(9) 103,017 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 9,333 A $222.1068(9) 158,697 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 5,806 A $223.2254(10) 108,823 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 8,944 A $223.2254(10) 167,641 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 12,153 A $224.1569(11) 120,976 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 18,720 A $224.1569(11) 186,361 I By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 7,153 A $225.041(12) 128,129 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 11,019 A $225.041(12) 197,380 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 4,119 A $226.1213(13) 132,248 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 6,345 A $226.1213(13) 203,725 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 921 A $226.9333(14) 133,169 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 1,418 A $226.9333(14) 205,143 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 2,416 A $228.3037(15) 135,585 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 3,722 A $228.3037(15) 208,865 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 1,050 A $229.3907(16) 136,635 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 1,618 A $229.3907(16) 210,483 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 788 A $230.3189(17) 137,423 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 1,213 A $230.3189(17) 211,696 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 1,770 A $231.5528(18) 139,193 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 2,726 A $231.5528(18) 214,422 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Class A Common Stock 03/08/2021 P 1,517 A $232.4291(19) 140,710 D(2)(4)(5)
Class A Common Stock 03/08/2021 P 2,337 A $232.4291(19) 216,759 I(3)(4)(5) By ICONIQ Strategic Partners V-B, L.P.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
ICONIQ Strategic Partners V, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners V-B, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners V GP, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners V TT GP, Ltd.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Makan Divesh

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Griffith William J.G.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Jacobson Matthew

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $233.315 to $234.30. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
2. The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
3. The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
4. ICONIQ Strategic Partners GP V, L.P. ("ICONIQ GP V") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ Parent GP V") is the sole general partner of ICONIQ GP V. Divesh Makan ("Makan"), William J.G. Griffith ("Griffith") and Matthew Jacobson ("Jacobson") are the sole equity holders and directors of ICONIQ Parent GP V.
5. Each of ICONIQ GP V, ICONIQ Parent GP V, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
6. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $234.395 to $235.00. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
7. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $219.615 to $220.61. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
8. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $220.62 to $221.61. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
9. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $221.6275 to $222.60. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
10. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $222.63 to $223.61. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
11. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $223.64 to $224.63. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
12. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $224.64 to $225.63. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
13. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $225.68 to $226.61. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
14. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $226.70 to $227.62. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
15. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $227.78 to $228.71. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
16. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $229.00 to $229.735. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
17. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $230.00 to $230.99. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
18. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $231.00 to $231.995. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
19. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $232.00 to $232.94. Full information regarding the number of shares purchased at each separate price can be furnished to the SEC staff upon request.
Remarks:
This Form 4 is the first of two Forms 4 being filed. The Form 4 has been split into two filings because there are more than 30 entries to report in Table I, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 entries in each table.
ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 03/09/2021
ICONIQ Strategic Partners V-B, L.P., ICONIQ Strategic Partners V GP, L.P., By: ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 03/09/2021
ICONIQ Strategic Partners V GP, L.P., ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 03/09/2021
ICONIQ Strategic Partners V TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 03/09/2021
Divesh Makan /s/ Divesh Makan 03/09/2021
William J.G. Griffith /s/ William J.G. Griffith 03/09/2021
Matthew Jacobson /s/ Matthew Jacobson 03/09/2021
** 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).
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