S-8

As filed with the U.S. Securities and Exchange Commission on March 31, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Snowflake Inc.

(Exact name of Registrant as specified in its charter)

Delaware	46-0636374
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

450 Concar Drive

San Mateo, CA 94402

(844) 766-9355

(Address of principal executive offices) (Zip code)

Snowflake Inc. 2020 Equity Incentive Plan

Snowflake Inc. 2020 Employee Stock Purchase Plan

(Full titles of the plans)

Derk Lupinek

General Counsel

Snowflake Inc.

450 Concar Drive

San Mateo, CA 94402

(844) 766-9355

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Seth J. Gottlieb

Alex K. Kassai

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A Common Stock, par value $0.0001 per share
– 2020 Equity Incentive Plan	14,995,330(2)	$211.89(4)	$3,177,360,474	$346,651
– 2020 Employee Stock Purchase Plan	2,879,176(3)	$180.11(5)	$518,568,390	$56,576
Total	17,874,506		$3,695,928,864	$403,227

(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Class A common stock, as applicable.

(2)Represents (i) an automatic annual increase equal to 5% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on January 31, 2021, which annual increase is provided by the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) plus (ii) 599,450 shares of the Registrant’s Class A common stock that have become available for issuance under the 2020 Plan as a result of the expiration, cash settlement, forfeiture, repurchase, withholding, or reacquisition of stock options or other stock awards that had been granted under the Registrant’s 2012 Equity Incentive Plan (the “2012 Plan”), pursuant to the terms of the 2020 Plan.

(3)Represents an automatic annual increase equal to 1% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on January 31, 2021, which annual increase is provided by the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP,” and together with the 2020 Plan, the “Plans”).

(4)Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on March 25, 2021.

(5)Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on March 25, 2021, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2020 ESPP.

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Snowflake Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 14,995,330 additional shares of its Class A common stock under the 2020 Plan, pursuant to the provisions of the 2020 Plan providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2020 Plan on February 1, 2021, and that have become available for issuance under the 2020 Plan as a result of the expiration, cash settlement, forfeiture, repurchase, withholding, or reacquisition of stock options or other stock awards that had been granted under the 2012 Plan, and (ii) 2,879,176 additional shares of its Class A common stock under the 2020 ESPP, pursuant to the provisions of the 2020 ESPP providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2020 ESPP on February 1, 2021. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

The Registrant previously registered shares of its Class A common stock for issuance under the Plans on a Registration Statement on Form S-8 filed with the Commission on September 16, 2020 (File No. 333-248830). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above except as set forth below.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Snowflake Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the Commission on March 31, 2021.

(b)The description of the Registrant’s Class A Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A filed on September 9, 2020 (File No. 001-39504) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(c)All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

As of the date of this Registration Statement, GC&H Investments, LLC, an entity comprised of partners and associates of Cooley LLP, beneficially owns 483 shares of the Registrant’s Class A common stock.

ITEM 8. EXHIBITS

Exhibit Number	Description	Incorporated by Reference			Filing Date
		Schedule Form	File Number	Exhibit
4.1	Amended and Restated Certificate of Incorporation of Snowflake Inc.	8-K	001-39504	3.1	September 18, 2020
4.2	Form of Amended and Restated Bylaws of Snowflake Inc.	S-1/A	333-248280	3.4	September 8, 2020
4.3	Certificate of Retirement.	8-K	001-39504	3.1	March 3, 2021
4.4	Form of Class A Common Stock Certificate.	S-1/A	333-248280	4.1	September 8, 2020
5.1*	Opinion of Cooley LLP.
23.1*	Consent of Cooley LLP (included in Exhibit 5.1).
23.2*	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
24.1*	Power of Attorney (included on signature page).
99.1	2020 Equity Incentive Plan.	S-1/A	333-248280	10.6	September 8, 2020
99.2	Forms of Notice of Stock Option Grant, Global Stock Option Agreement, and Exercise Notice under 2020 Equity Incentive Plan.	S-1/A	333-248280	10.7	September 8, 2020
99.3	Form of Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan.	S-1/A	333-248280	10.8	September 8, 2020
99.4	2020 Employee Stock Purchase Plan.	S-1/A	333-248280	10.9	September 8, 2020

_________________

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on March 31, 2021.

SNOWFLAKE INC.
By:	/s/ Frank Slootman
Name:	Frank Slootman
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank Slootman and Michael P. Scarpelli, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Frank Slootman	Chief Executive Officer and Director (Principal Executive Officer)	March 31, 2021
Frank Slootman
/s/ Michael P. Scarpelli	Chief Financial Officer (Principal Financial and Accounting Officer)	March 31, 2021
Michael P. Scarpelli
/s/ Benoit Dageville	Director	March 31, 2021
Benoit Dageville
/s/ Teresa Briggs	Director	March 31, 2021
Teresa Briggs
/s/ Jeremy Burton	Director	March 31, 2021
Jeremy Burton
/s/ Carl M. Eschenbach	Director	March 31, 2021
Carl M. Eschenbach
/s/ Mark S. Garrett	Director	March 31, 2021
Mark S. Garrett
/s/ Kelly A. Kramer	Director	March 31, 2021
Kelly A. Kramer
/s/ John D. McMahon	Director	March 31, 2021
John D. McMahon
/s/ Michael L. Speiser	Director	March 31, 2021
Michael L. Speiser
/s/ Jayshree V. Ullal	Director	March 31, 2021
Jayshree V. Ullal

EX-5.1

Exhibit 5.1

Alex K. Kassai
T: +1 650 843 5771
akassai@cooley.com

March 31, 2021

Snowflake Inc.

450 Concar Drive

San Mateo, CA 94402

Re:    Registration on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Snowflake Inc., a Delaware corporation (the “Company”) in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 17,874,506 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (”Common Stock”), consisting of (a) 14,995,330 shares of Common Stock issuable pursuant to the Company’s 2020 Equity Incentive Plan (the “2020 EIP”) and (b) 2,879,176 shares of Common Stock issuable pursuant to the Company’s 2020 Employee Stock Purchase Plan (together with the 2020 EIP, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectuses, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, certificates, memoranda, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

By: /s/ Alex K. Kassai

Alex K. Kassai

Cooley LLP    3175 Hanover Street    Palo Alto, CA    94304-1130

t: (650) 843-5000 f: (650) 849-7400 cooley.com

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statementon Form S-8 of Snowflake Inc. of our report dated March 31, 2021 relating to the financial statements, which appears in Snowflake Inc.’s Annual Report on Form 10-K for the year ended January 31, 2021.

/s/ PricewaterhouseCoopers LLP

San Jose, California

March 31, 2021