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 0001761434 ICONIQ Strategic Partners IV, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001761522 ICONIQ Strategic Partners IV-B, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001785120 ICONIQ Strategic Partners IV GP, L.P. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001788795 ICONIQ Strategic Partners IV TT GP, Ltd. C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001783518 Jacobson Matthew C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Class A Common Stock 2020-09-18 4 P 0 79040 120.00 A 79040 I By ICONIQ Strategic Partners IV, L.P. Class A Common Stock 2020-09-18 4 P 0 130960 120.00 A 130960 I By ICONIQ Strategic Partners IV-B, L.P. Class A Common Stock 2020-09-18 4 P 0 82661 120.00 A 82661 I By ICONIQ Strategic Partners V, L.P. Class A Common Stock 2020-09-18 4 P 0 127339 120.00 A 127339 I By ICONIQ Strategic Partners V-B, L.P. Class A Common Stock 2020-09-18 4 P 0 7 300.00 A 7 I By William J.G. Griffith Series G-1 Preferred Stock 2020-09-18 4 C 0 338993 0.00 D Class B Common Stock 338993 0 I By ICONIQ Strategic Partners IV, L.P. Series G-1 Preferred Stock 2020-09-18 4 C 0 561674 0.00 D Class B Common Stock 561674 0 I By ICONIQ Strategic Partners IV-B, L.P. Class B Common Stock 2020-09-18 4 C 0 338993 0.00 A Class A Common Stock 338993 338993 I By ICONIQ Strategic Partners IV, L.P. Class B Common Stock 2020-09-18 4 C 0 561674 0.00 A Class A Common Stock 561674 561674 I By ICONIQ Strategic Partners IV-B, L.P. These shares were purchased from the underwriters at the closing of the Issuer's initial public offering. The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV"). ICONIQ Strategic Partners GP IV, L.P. ("ICONIQ GP IV") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ Parent GP IV") is the sole general partner of ICONIQ GP IV. Divesh Makan ("Makan"), William J.G. Griffith ("Griffith") and Matthew Jacobson ("Jacobson") are the sole equity holders and directors of ICONIQ Parent GP IV. 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. Makan, Griffith and Jacobson are the sole equity holders and directors of ICONIQ Parent GP V. Each of ICONIQ GP IV, ICONIQ Parent GP IV, 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. The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B"). The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V"). The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B"). The shares are held by Griffith. Immediately prior to the consummation of the Issuer's initial public offering, each share of the Series G-1 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. This Form 4 is the second 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 IV, L.P., ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 2020-09-22 ICONIQ Strategic Partners IV-B, L.P., ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 2020-09-22 ICONIQ Strategic Partners IV GP, L.P., By: ICONIQ Strategic Partners IV TT GP, By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 2020-09-22 ICONIQ Strategic Partners IV TT GP, Ltd., By: Kevin Foster, Title: Senior Vice President, /s/ Kevin Foster 2020-09-22 Matthew Jacobson, /s/ Matthew Jacobson 2020-09-22