0001821737-22-000006.txt : 20220215 0001821737-22-000006.hdr.sgml : 20220215 20220214201125 ACCESSION NUMBER: 0001821737-22-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220215 DATE AS OF CHANGE: 20220214 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91700 FILM NUMBER: 22636538 BUSINESS ADDRESS: STREET 1: 106 EAST BABCOCK STREET STREET 2: SUITE 3A CITY: BOZEMAN STATE: MT ZIP: 59715 BUSINESS PHONE: 844-766-9355 MAIL ADDRESS: STREET 1: 106 EAST BABCOCK STREET STREET 2: SUITE 3A CITY: BOZEMAN STATE: MT ZIP: 59715 FORMER COMPANY: FORMER CONFORMED NAME: Snowflake Computing, Inc. DATE OF NAME CHANGE: 20150421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dageville Benoit CENTRAL INDEX KEY: 0001821737 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 450 CONCAR DRIVE CITY: SAN MATEO STATE: CA ZIP: 94402 SC 13G/A 1 schedule13ga-dageville2021.htm SC 13G/A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
  
Snowflake Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
833445109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-l(b)
☐ Rule 13d-l(c)
☒ Rule 13d-l(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. 833445109SCHEDULE 13G
Page 2
 
  1.      
Names of Reporting Persons.
Benoit Dageville
  2.     
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐        (b)  ☐
  3.     SEC Use Only
  4.     
Citizenship or Place of Organization
United States of America
Number of
Shares
  Beneficially  
Owned by
Each
Reporting
Person
With:
   5.    
Sole Voting Power
1,989,908 (See Item 4(a) below)
 6.    
Shared Voting Power
5,348,778 (See Item 4(a) below)
 7.    
Sole Dispositive Power
1,989,908 (See Item 4(a) below)
 8.    
Shared Dispositive Power
5,348,778 (See Item 4(a) below)
  9.     
Aggregate Amount Beneficially Owned by Each Reporting Person
7,338,686 (See Items 4(a) and 4(b) below)
10.     
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.     
Percent of Class Represented by Amount in Row (9)
2.3% (See Item 4(b) below)
12.     
Type of Reporting Person (See Instructions)
IN




CUSIP No. 833445109SCHEDULE 13G
Page 3
 
  1.      
Names of Reporting Persons.
The Snow Trust UTA dated 9/10/19 (“The Snow Trust”)
  2.     
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐        (b)  ☐
  3.     SEC Use Only
  4.     
Citizenship or Place of Organization
California, United States of America
Number of
Shares
  Beneficially  
Owned by
Each
Reporting
Person
With:
   5.    
Sole Voting Power
0
 6.    
Shared Voting Power
5,348,778 (See Item 4(a) below)
 7.    
Sole Dispositive Power
0
 8.    
Shared Dispositive Power
5,348,778 (See Item 4(a) below)
  9.     
Aggregate Amount Beneficially Owned by Each Reporting Person
5,348,778 (See Items 4(a) and 4(b) below)
10.     
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.     
Percent of Class Represented by Amount in Row (9)
1.7% (See Item 4(b) below)
12.     
Type of Reporting Person (See Instructions)
OO



CUSIP No. 833445109SCHEDULE 13G
Page 4
 
Item 1.
 
 (a)Name of Issuer:
Snowflake Inc. (the “Issuer”)
 
 (b)Address of Issuer’s Principal Executive Offices:
106 East Babcock Street, Suite 3A
Bozeman, MT 59715
Item 2.
 
 (a)Name of Person Filing:
Benoit Dageville
The Snow Trust
 
 (b)Address of Principal Business Office or, if none, Residence:
The address for the Reporting Person is:
c/o Snowflake Inc.
106 East Babcock Street, Suite 3A
Bozeman, MT 59715
 
 (c)Citizenship:
Benoit Dageville: United States of America
The Snow Trust: California, United States of America
 
 (d)Title of Class of Securities:
Class A Common Stock, $0.0001 par value per share
 
 (e)CUSIP Number:
833445109
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 (a)
 Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 (b)
 Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 (c)
 Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 (d)
 Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 (e)
 An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
 
 (f)
 An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 (g)
 A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
 (h)
 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 


CUSIP No. 833445109SCHEDULE 13G
Page 5
 
 (i)
 A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 (j)
 A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); or
 
 (k)
 Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4. Ownership.
The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Person is provided as of December 31, 2021:
 
 (a)Amount beneficially owned:
Benoit Dageville has:
(i) Sole voting and dispositive power over:
(1)    329,908 shares of Class A Common Stock held by The Snow 2020 Grantor Retained Annuity Trust UTA dated March 24, 2020, for which Mr. Dageville is trustee; and
(2)    1,660,000 shares of Class A Common Stock subject to options exercisable within 60 days of December 31, 2021, of which 1,476,666 shares of Class A Common Stock are vested as of such date.
(ii) Shared voting and dispositive power over:
(1)    5,348,778 shares of Class A Common Stock held by The Snow Trust UTA dated 9/10/19, for which Mr. Dageville and his spouse serve as co-trustees.
The Snow Trust has shared voting and dispositive power over 5,363,505 shares of Class A Common Stock.
 
 (b)
Percent of Class:

Benoit Dageville: 2.3%
The Snow Trust: 1.7%
The percent of class was calculated based on 311,374,594 shares of Class A Common Stock outstanding as of December 31, 2021.



CUSIP No. 833445109SCHEDULE 13G
Page 6
 
 (c)Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:  
Benoit Dageville:1,989,908 (See Item 4(a) above)
The Snow Trust:0 (See Item 4(a) above)
(ii) Shared power to vote or to direct the vote:  
Benoit Dageville:5,348,778 (See Item 4(a) above)
The Snow Trust:5,348,778 (See Item 4(a) above)
(iii) Sole power to dispose or to direct the disposition of:  
Benoit Dageville:1,989,908 (See Item 4(a) above)
The Snow Trust:0 (See Item 4(a) above)
(iv) Shared power to dispose or to direct the disposition of:  
Benoit Dageville:5,348,778 (See Item 4(a) above)
The Snow Trust:5,348,778 (See Item 4(a) above)
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.

Item 10. Certifications.
Not applicable.
 


CUSIP No. 833445109SCHEDULE 13G
Page 7
 
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
  Benoit Dageville
Date: February 14, 2022  /s/ Benoit Dageville
  The Snow Trust UTA dated 9/10/19
  
Date: February 14, 2022
By: /s/ Benoit Dageville
Benoit Dageville, Trustee



List of Exhibits

Exhibit NumberDescription




EX-99.1 2 dageville-schedule13gaxex9.htm EX-99.1 Document

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of February 14, 2022.

Benoit Dageville  
/s/ Benoit Dageville                        
  
The Snow Trust UTA dated 9/10/19  
By: /s/ Benoit Dageville                        
Benoit Dageville, Trustee