X0306 4 2020-09-18 0 0001640147 Snowflake Inc. SNOW 0001678064 ICONIQ Strategic Partners III, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001678109 ICONIQ Strategic Partners III-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001731868 ICONIQ Strategic Partners III Co-Invest, L.P. (Series SF) C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001766963 ICONIQ Strategic Partners III GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001788796 ICONIQ Strategic Partners III TT GP, Ltd. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688143 Makan Divesh C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001688124 Griffith William J.G. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Series D Preferred Stock 2020-09-18 4 C 0 7592342 0.00 D Class B Common Stock 7592342 0 D Series D Preferred Stock 2020-09-18 4 C 0 8112520 0.00 D Class B Common Stock 8112520 0 I By ICONIQ Strategic Partners III-B, L.P. Series E Preferred Stock 2020-09-18 4 C 0 3239468 0.00 D Class B Common Stock 3239468 0 D Series E Preferred Stock 2020-09-18 4 C 0 3461416 0.00 D Class B Common Stock 3461416 0 I By ICONIQ Strategic Partners III-B, L.P. Series E Preferred Stock 2020-09-18 4 C 0 6700886 0.00 D Class B Common Stock 6700886 0 I By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF Series F Preferred Stock 2020-09-18 4 C 0 1786190 0.00 D Class B Common Stock 1786190 0 D Series F Preferred Stock 2020-09-18 4 C 0 1908559 0.00 D Class B Common Stock 1908559 0 I By ICONIQ Strategic Partners III-B, L.P. Class B Common Stock 2020-09-18 4 C 0 12618000 0.00 A Class A Common Stock 12618000 12642172 D Class B Common Stock 2020-09-18 4 C 0 13482495 0.00 A Class A Common Stock 13482495 13508323 I By ICONIQ Strategic Partners III-B, L.P. Class B Common Stock 2020-09-18 4 C 0 6700886 0.00 A Class A Common Stock 6700886 6700886 I By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF Immediately prior to the consummation of the Issuer's initial public offering, each share of the Series D Convertible Preferred Stock, the Series E Convertible Preferred Stock, and the Series F Convertible Preferred Stock automatically converted into Class B Common Stock on a 1:1 basis. Following the closing of the Issuer's initial public offering ("IPO"), each share of Class B Common Stock will be convertible at any time at the option of the holder 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 (the "COI"). Additionally, the shares of Class B Common Stock will convert automatically into Class A Common Stock on a 1:1 basis upon the following: (1) sale or transfer of such share of Class B Common Stock, (2) on the final conversion date, as defined in the COI, and (3) as otherwise set forth in the COI. The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III"). ICONIQ Strategic Partners GP III, L.P. ("ICONIQ GP III") is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ SF. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ GP III. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP III. Each of ICONIQ GP III, ICONIQ Parent GP III, Makan, and Griffith 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. The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B"). The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF"). This Form 4 is the first of two Form 4s being filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer ICONIQ Strategic Partners III, L.P. ICONIQ Strategic Partners III, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 2020-09-22 ICONIQ Strategic Partners III-B, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 2020-09-22 ICONIQ Strategic Partners III Co-Invest, L.P., ICONIQ Strategic Partners III GP, L.P., By: ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 2020-09-22 ICONIQ Strategic Partners III GP, L.P., ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 2020-09-22 ICONIQ Strategic Partners III TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 2020-09-22 Divesh Makan, /s/ Divesh Makan 2020-09-22 William J.G. Griffith, /s/ William J.G. Griffith 2020-09-22