SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GARRETT MARK

(Last)

(First)

(Middle)

C/O SNOWFLAKE INC.

450 CONCAR DRIVE

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2020

3. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾⁽³⁾	134,018	⁽¹⁾	I	Limited Partnership⁽⁴⁾
Stock Option (Right to Buy)	⁽⁵⁾	04/14/2028	Class B Common Stock⁽²⁾⁽³⁾	383,594	$3.74	D
Stock Option (Right to Buy)	⁽⁵⁾	04/14/2028	Class B Common Stock⁽²⁾⁽³⁾	95,898	$3.74	I	Trust⁽⁶⁾
Stock Option (Right to Buy)	⁽⁵⁾	04/14/2028	Class B Common Stock⁽²⁾⁽³⁾	95,898	$3.74	I	Trust⁽⁷⁾
Stock Option (Right to Buy)	⁽⁵⁾	04/14/2028	Class B Common Stock⁽²⁾⁽³⁾	95,898	$3.74	I	Trust⁽⁸⁾
Stock Option (Right to Buy)	⁽⁵⁾	04/14/2028	Class B Common Stock⁽²⁾⁽³⁾	95,898	$3.74	I	Trust⁽⁹⁾

Explanation of Responses:

1. Each share of Series E Preferred Stock will automatically convert into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and has no expiration date.

2. Following the closing of the Issuer's IPO, each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person 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.

3. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock; (2) the death of the Reporting Person; and (3) on the final conversion date, defined as the earlier of (a) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock; (b) the seventh anniversary of the effectiveness of the registration statement in connection with the Issuer's IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

4. The shares are held by the Garrett Family Investment Partnership, L.P. for which the Reporting Person is the general partner.

5. The shares subject to the option are immediately exercisable and vest in 72 equal monthly installments beginning on April 6, 2018, subject to Reporting Person's continuous service through each such vesting date.

6. The option is held by the Mark Garrett 2011 Irrevocable Trust FBO Brittany R.G. Smith, U/T/D 7/21/11 for which the Reporting Person is a trustee.

7. The option is held by the Amy Garrett 2011 Irrevocable Trust FBO Brittany R.G. Smith, U/T/D 7/21/11 for which the Reporting Person is a trustee.

8. The option is held by the Mark Garrett 2011 Irrevocable Trust FBO Lee A. Garrett, U/T/D 7/21/11 for which the Reporting Person is a trustee.

9. The option is held by the Amy Garrett 2011 Irrevocable Trust FBO Lee A. Garrett, U/T/D 7/21/11 for which the Reporting Person is a trustee.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Travis Shrout, Attorney-in-Fact	09/15/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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