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* GERSTNER BRAD (Last) (First) (Middle) ONE INTERNATIONAL PLACE, SUITE 4610, (Street) BOSTON MA 02110 (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) Director X 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) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)(2)	(1)(2)	Class A Common Stock	50,000	(1)(2)	I	See footnote(3)(4)
Preferred Stock	(1)(2)	(1)(2)	Class B Common Stock	36,236,307	(1)(2)	I	See footnote(5)(6)

1. Name and Address of Reporting Person* GERSTNER BRAD (Last) (First) (Middle) ONE INTERNATIONAL PLACE, SUITE 4610, (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Altimeter Capital Management, LP (Last) (First) (Middle) ONE INTERNATIONAL PLACE, SUITE 4610, (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Immediately upon the closing of the Issuer's initial public offering ("IPO"), each outstanding share of convertible Preferred Stock will convert into one share of Class B Common Stock. Additionally, 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 each 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.

2. (Continued from footnote 1) Each share of Class B Common Stock held by each 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 such 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.

3. These shares are directly owned by Altimeter Private Partners Fund I, L.P. ("APPF I"). Altimeter Private General Partner, LLC is the general partner of APPF I and has delegated share voting and investment power to Altimeter Capital Management, LP (the "Investment Manager"). The sole general partner of the Investment Manager is Altimeter Capital General Partner, LLC (the "General Partner"), and Bradley Gerstner is the sole managing principal of the Investment Manager and the General Partner, and may be deemed to share voting and investment power over these shares. Because of the relationship between the Investment Manager, the General Partner and Bradley Gerstner and APPF I, each of the Investment Manager, the General Partner and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in APPF I.

4. (Continued from footnote 3) Each of the Investment Manager, the General Partner and Bradley Gerstner disclaims any beneficial ownership of the securities held by APPF I except to the extent of any pecuniary interest therein.

5. These shares are directly owned by APPF I, Altimeter Private Partners Fund II, L.P. ("APPF II"), Altimeter Partners Fund, L.P. ("APF"), Altimeter Growth Partners Fund III, L.P. ("AGPF III"), Altimeter Growth Sierra Fund, L.P. ("AGSF"), and Altimeter Growth Partners Fund IV, L.P. ("AGPF IV") (collectively, the "Altimeter Entities") in the amounts of 15,037,910, 5,139,772, 8,706,337, 4,379,699, 2,248,456, and 774,133, respectively. Altimeter Private General Partner, LLC is the general partner of APPF I, Altimeter Private General Partner II, LLC is the general partner of APPF II, Altimeter General Partner, LLC is the general partner of APF, Altimeter Growth General Partner III, LLC is the general partner of AFPG III, Altimeter Growth Sierra General Partner, LLC is the general partner of AGSF, and Altimeter Growth General Partner IV is the general partner of AGPF IV (collectively, the "Altimeter Fund GPs").

6. (Continued from footnote 5) Each of the Altimeter Fund GPs has delegated share voting and investment power to the Investment Manager. The sole general partner of the Investment Manager is the General Partner, and Bradley Gerstner is the sole managing principal of the Investment Manager and the General Partner, and may be deemed to share voting and investment power over these shares. Because of the relationship between the Investment Manager, the General Partner and Bradley Gerstner and each of the Altimeter Entities, each of the Investment Manager, the General Partner and Bradley Gerstner may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect pecuniary interests in the Altimeter Entities. Each of the Investment Manager, the General Partner and Bradley Gerstner disclaims any beneficial ownership of the securities held by the Altimeter Entities except to the extent of any pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner	09/15/2020
	/s/ Hab Siam, Attorney-in-fact for Bradley Gerstner, as managing principal of Altimeter Capital Management, LP	09/15/2020
	** Signature of Reporting Person	Date
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