Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-031782
Date:2021-08-03
Issuer: SNOWFLAKE INC. (SNOW)
Original Submission Date:

Reporting Person:

ICONIQ STRATEGIC PARTNERS III, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS III-B, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS III CO-INVEST, L.P. (SERIES SF)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS III GP, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

ICONIQ STRATEGIC PARTNERS III TT GP, LTD.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

MAKAN DIVESH
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

GRIFFITH WILLIAM J.G.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Reporting Person:

JACOBSON MATTHEW
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR SAN FRANCISCO, CA 94111

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-08-03 J 676,145 d $0.00 11,438,811 f9 direct
CLASS A COMMON STOCK 2021-08-03 J 722,470 d $0.00 12,222,516 f9 indirect
CLASS A COMMON STOCK 2021-08-03 J 358,385 d $0.00 6,063,054 f9 indirect
CLASS A COMMON STOCK 2021-08-03 J 28,547 a $0.00 43,321 f10 indirect
CLASS A COMMON STOCK 2021-08-03 J 28,560 a $0.00 43,348 f11 indirect
CLASS A COMMON STOCK 2021-08-03 J 11,093 a $0.00 15,758 f12 indirect
CLASS A COMMON STOCK 2021-08-03 0 $0.00 418,033 f13 indirect
CLASS A COMMON STOCK 2021-08-03 0 $0.00 692,634 f14 indirect
CLASS A COMMON STOCK 2021-08-03 0 $0.00 202,312 f15 indirect
CLASS A COMMON STOCK 2021-08-03 0 $0.00 311,657 f16 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 on august 3, 2021, iconiq strategic partners iii, l.p. ("iconiq iii") distributed, for no consideration, in the aggregate 676,145 shares of the issuer's class a common stock (the "iconiq iii shares") to its limited partners and to iconiq iii gp, representing each such partner's pro rata interest in such iconiq iii shares. on the same date, iconiq iii gp distributed, for no consideration, the iconiq iii shares it received in the distribution by iconiq iii to its partners, representing each such partner's pro rata interest in such iconiq iii shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended.
f2 the shares are held by iconiq iii.
f3 on august 3, 2021, iconiq strategic partners iii-b, l.p. ("iconiq iii-b") distributed, for no consideration, in the aggregate 722,470 shares of the issuer's class a common stock (the "iconiq iii-b shares") to its limited partners and to iconiq iii gp, representing each such partner's pro rata interest in such iconiq iii-b shares. on the same date, iconiq iii gp distributed, for no consideration, the iconiq iii-b shares it received in the distribution by iconiq iii-b to its partners, representing each such partner's pro rata interest in such iconiq iii-b shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended.
f4 the shares are held by iconiq iii-b.
f5 on august 3, 2021, iconiq strategic partners iii co-invest, l.p., series sf ("iconiq sf") distributed, for no consideration, in the aggregate 358,385 shares of the issuer's class a common stock (the "iconiq sf shares") to its limited partners and to iconiq iii gp, representing each such partner's pro rata interest in such iconiq sf shares. on the same date, iconiq iii gp distributed, for no consideration, the iconiq sf shares it received in the distribution by iconiq sf to its partners, representing each such partner's pro rata interest in such iconiq sf shares. all of the aforementioned distributions were made in accordance with the exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended.
f6 the shares are held by iconiq sf.
f7 iconiq strategic partners gp iii, l.p. ("iconiq iii gp") 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 iii gp. divesh makan ("makan") and william j.g. griffith ("griffith") are the sole equity holders and directors of iconiq parent gp iii. 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. makan, 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.
f8 (continued from footnote 7) ("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.
f9 each of iconiq iii gp, iconiq parent gp iii, 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.
f10 these shares are held directly by makan. includes iconiq iii shares, iconiq iii-b shares and iconiq sf shares received in the distributions described in footnotes (1), (3) and (5) above.
f11 these shares are held directly by griffith. includes iconiq iii shares, iconiq iii-b shares and iconiq sf shares received in the distributions described in footnotes (1), (3) and (5) above.
f12 these shares are held directly by jacobson. includes iconiq iii shares, iconiq iii-b shares and iconiq sf shares received in the distributions described in footnotes (1), (3) and (5) above.
f13 the shares are held by iconiq strategic partners iv, l.p. ("iconiq iv").
f14 the shares are held by iconiq strategic partners iv-b, l.p. ("iconiq iv-b").
f15 the shares are held by iconiq strategic partners v, l.p. ("iconiq v").
f16 the shares are held by iconiq strategic partners v-b, l.p. ("iconiq v-b").
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