Home/Filings/4/0000899243-20-025987

4//SEC Filing

ICONIQ Strategic Partners III, L.P. 4

Accession 0000899243-20-025987

CIK 0001640147other

View on SEC.gov Company Profile

Filed

Sep 21, 8:00 PM ET

Accepted

Sep 22, 8:45 PM ET

Size

41.4 KB

Accession

0000899243-20-025987

Insider Transaction Report

Form 4

Period: 2020-09-18

Snowflake Inc.SNOW

ICONIQ Strategic Partners III GP, L.P.

10% Owner

Transactions

Conversion
Series E Preferred Stock
2020-09-18−3,239,468→ 0 total
→ Class B Common Stock (3,239,468 underlying)
Conversion
Series E Preferred Stock
2020-09-18−6,700,886→ 0 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class B Common Stock (6,700,886 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,786,190→ 0 total
→ Class B Common Stock (1,786,190 underlying)
Conversion
Class B Common Stock
2020-09-18+12,618,000→ 12,642,172 total
→ Class A Common Stock (12,618,000 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,461,416→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (3,461,416 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,908,559→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (1,908,559 underlying)
Conversion
Class B Common Stock
2020-09-18+6,700,886→ 6,700,886 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class A Common Stock (6,700,886 underlying)
Conversion
Series D Preferred Stock
2020-09-18−7,592,342→ 0 total
→ Class B Common Stock (7,592,342 underlying)
Conversion
Series D Preferred Stock
2020-09-18−8,112,520→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (8,112,520 underlying)
Conversion
Class B Common Stock
2020-09-18+13,482,495→ 13,508,323 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class A Common Stock (13,482,495 underlying)

ICONIQ Strategic Partners III TT GP, Ltd.

10% Owner

Transactions

Conversion
Series E Preferred Stock
2020-09-18−3,239,468→ 0 total
→ Class B Common Stock (3,239,468 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,461,416→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (3,461,416 underlying)
Conversion
Class B Common Stock
2020-09-18+13,482,495→ 13,508,323 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class A Common Stock (13,482,495 underlying)
Conversion
Series D Preferred Stock
2020-09-18−7,592,342→ 0 total
→ Class B Common Stock (7,592,342 underlying)
Conversion
Series D Preferred Stock
2020-09-18−8,112,520→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (8,112,520 underlying)
Conversion
Class B Common Stock
2020-09-18+12,618,000→ 12,642,172 total
→ Class A Common Stock (12,618,000 underlying)
Conversion
Class B Common Stock
2020-09-18+6,700,886→ 6,700,886 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class A Common Stock (6,700,886 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,908,559→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (1,908,559 underlying)
Conversion
Series E Preferred Stock
2020-09-18−6,700,886→ 0 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class B Common Stock (6,700,886 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,786,190→ 0 total
→ Class B Common Stock (1,786,190 underlying)

Makan Divesh

10% Owner

Transactions

Conversion
Series F Preferred Stock
2020-09-18−1,786,190→ 0 total
→ Class B Common Stock (1,786,190 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,239,468→ 0 total
→ Class B Common Stock (3,239,468 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,461,416→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (3,461,416 underlying)
Conversion
Series E Preferred Stock
2020-09-18−6,700,886→ 0 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class B Common Stock (6,700,886 underlying)
Conversion
Series D Preferred Stock
2020-09-18−7,592,342→ 0 total
→ Class B Common Stock (7,592,342 underlying)
Conversion
Series D Preferred Stock
2020-09-18−8,112,520→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (8,112,520 underlying)
Conversion
Class B Common Stock
2020-09-18+13,482,495→ 13,508,323 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class A Common Stock (13,482,495 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,908,559→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (1,908,559 underlying)
Conversion
Class B Common Stock
2020-09-18+6,700,886→ 6,700,886 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class A Common Stock (6,700,886 underlying)
Conversion
Class B Common Stock
2020-09-18+12,618,000→ 12,642,172 total
→ Class A Common Stock (12,618,000 underlying)

ICONIQ Strategic Partners III, L.P.

10% Owner

Transactions

Conversion
Series E Preferred Stock
2020-09-18−3,461,416→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (3,461,416 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,786,190→ 0 total
→ Class B Common Stock (1,786,190 underlying)
Conversion
Class B Common Stock
2020-09-18+13,482,495→ 13,508,323 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class A Common Stock (13,482,495 underlying)
Conversion
Series D Preferred Stock
2020-09-18−8,112,520→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (8,112,520 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,239,468→ 0 total
→ Class B Common Stock (3,239,468 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,908,559→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (1,908,559 underlying)
Conversion
Class B Common Stock
2020-09-18+12,618,000→ 12,642,172 total
→ Class A Common Stock (12,618,000 underlying)
Conversion
Class B Common Stock
2020-09-18+6,700,886→ 6,700,886 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class A Common Stock (6,700,886 underlying)
Conversion
Series D Preferred Stock
2020-09-18−7,592,342→ 0 total
→ Class B Common Stock (7,592,342 underlying)
Conversion
Series E Preferred Stock
2020-09-18−6,700,886→ 0 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class B Common Stock (6,700,886 underlying)

ICONIQ Strategic Partners III-B, L.P.

10% Owner

Transactions

Conversion
Series D Preferred Stock
2020-09-18−8,112,520→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (8,112,520 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,461,416→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (3,461,416 underlying)
Conversion
Series E Preferred Stock
2020-09-18−6,700,886→ 0 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class B Common Stock (6,700,886 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,908,559→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (1,908,559 underlying)
Conversion
Class B Common Stock
2020-09-18+12,618,000→ 12,642,172 total
→ Class A Common Stock (12,618,000 underlying)
Conversion
Class B Common Stock
2020-09-18+6,700,886→ 6,700,886 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class A Common Stock (6,700,886 underlying)
Conversion
Class B Common Stock
2020-09-18+13,482,495→ 13,508,323 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class A Common Stock (13,482,495 underlying)
Conversion
Series D Preferred Stock
2020-09-18−7,592,342→ 0 total
→ Class B Common Stock (7,592,342 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,239,468→ 0 total
→ Class B Common Stock (3,239,468 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,786,190→ 0 total
→ Class B Common Stock (1,786,190 underlying)

ICONIQ Strategic Partners III Co-Invest, L.P. (Series SF)

10% Owner

Transactions

Conversion
Series D Preferred Stock
2020-09-18−8,112,520→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (8,112,520 underlying)
Conversion
Class B Common Stock
2020-09-18+6,700,886→ 6,700,886 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class A Common Stock (6,700,886 underlying)
Conversion
Series D Preferred Stock
2020-09-18−7,592,342→ 0 total
→ Class B Common Stock (7,592,342 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,239,468→ 0 total
→ Class B Common Stock (3,239,468 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,461,416→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (3,461,416 underlying)
Conversion
Class B Common Stock
2020-09-18+12,618,000→ 12,642,172 total
→ Class A Common Stock (12,618,000 underlying)
Conversion
Class B Common Stock
2020-09-18+13,482,495→ 13,508,323 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class A Common Stock (13,482,495 underlying)
Conversion
Series E Preferred Stock
2020-09-18−6,700,886→ 0 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class B Common Stock (6,700,886 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,786,190→ 0 total
→ Class B Common Stock (1,786,190 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,908,559→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (1,908,559 underlying)

Griffith William J.G.

10% Owner

Transactions

Conversion
Series E Preferred Stock
2020-09-18−3,239,468→ 0 total
→ Class B Common Stock (3,239,468 underlying)
Conversion
Series E Preferred Stock
2020-09-18−6,700,886→ 0 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class B Common Stock (6,700,886 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,908,559→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (1,908,559 underlying)
Conversion
Series F Preferred Stock
2020-09-18−1,786,190→ 0 total
→ Class B Common Stock (1,786,190 underlying)
Conversion
Series D Preferred Stock
2020-09-18−7,592,342→ 0 total
→ Class B Common Stock (7,592,342 underlying)
Conversion
Series E Preferred Stock
2020-09-18−3,461,416→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (3,461,416 underlying)
Conversion
Class B Common Stock
2020-09-18+12,618,000→ 12,642,172 total
→ Class A Common Stock (12,618,000 underlying)
Conversion
Class B Common Stock
2020-09-18+6,700,886→ 6,700,886 total(indirect: By ICONIQ Strategic Partners III Co-Invest, L.P., Series SF)
→ Class A Common Stock (6,700,886 underlying)
Conversion
Series D Preferred Stock
2020-09-18−8,112,520→ 0 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class B Common Stock (8,112,520 underlying)
Conversion
Class B Common Stock
2020-09-18+13,482,495→ 13,508,323 total(indirect: By ICONIQ Strategic Partners III-B, L.P.)
→ Class A Common Stock (13,482,495 underlying)

Footnotes (7)

[F1]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.
[F2]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.
[F3]The shares are held by ICONIQ Strategic Partners III, L.P. ("ICONIQ III").
[F4]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.
[F5]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.
[F6]The shares are held by ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B").
[F7]The shares are held by ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF").

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Snowflake Inc.

CIK 0001640147

→

Entity typeother

IncorporatedCayman Islands

Related Parties

filerCIK 0001678064

Filing Metadata

Form type: 4
Filed: Sep 21, 8:00 PM ET
Accepted: Sep 22, 8:45 PM ET
Size: 41.4 KB

View on SEC.gov