4//SEC Filing
ICONIQ Strategic Partners III, L.P. 4
Accession 0000899243-20-025988
CIK 0001640147other
Filed
Sep 21, 8:00 PM ET
Accepted
Sep 22, 8:47 PM ET
Size
34.9 KB
Accession
0000899243-20-025988
Insider Transaction Report
Form 4
Snowflake Inc.SNOW
ICONIQ Strategic Partners IV, L.P.
10% Owner
Transactions
- Conversion
Class B Common Stock
2020-09-18+561,674→ 561,674 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class A Common Stock (561,674 underlying) - Conversion
Series G-1 Preferred Stock
2020-09-18−561,674→ 0 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class B Common Stock (561,674 underlying) - Conversion
Class B Common Stock
2020-09-18+338,993→ 338,993 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class A Common Stock (338,993 underlying) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+127,339$15,280,680→ 127,339 total(indirect: By ICONIQ Strategic Partners V-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$300.00/sh+7$2,100→ 7 total(indirect: By William J.G. Griffith) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+79,040$9,484,800→ 79,040 total(indirect: By ICONIQ Strategic Partners IV, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+130,960$15,715,200→ 130,960 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+82,661$9,919,320→ 82,661 total(indirect: By ICONIQ Strategic Partners V, L.P.) - Conversion
Series G-1 Preferred Stock
2020-09-18−338,993→ 0 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class B Common Stock (338,993 underlying)
ICONIQ Strategic Partners IV-B, L.P.
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-09-18$120.00/sh+130,960$15,715,200→ 130,960 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.) - Conversion
Series G-1 Preferred Stock
2020-09-18−561,674→ 0 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class B Common Stock (561,674 underlying) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+127,339$15,280,680→ 127,339 total(indirect: By ICONIQ Strategic Partners V-B, L.P.) - Conversion
Class B Common Stock
2020-09-18+338,993→ 338,993 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class A Common Stock (338,993 underlying) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+82,661$9,919,320→ 82,661 total(indirect: By ICONIQ Strategic Partners V, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+79,040$9,484,800→ 79,040 total(indirect: By ICONIQ Strategic Partners IV, L.P.) - Purchase
Class A Common Stock
2020-09-18$300.00/sh+7$2,100→ 7 total(indirect: By William J.G. Griffith) - Conversion
Class B Common Stock
2020-09-18+561,674→ 561,674 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class A Common Stock (561,674 underlying) - Conversion
Series G-1 Preferred Stock
2020-09-18−338,993→ 0 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class B Common Stock (338,993 underlying)
Transactions
- Purchase
Class A Common Stock
2020-09-18$120.00/sh+127,339$15,280,680→ 127,339 total(indirect: By ICONIQ Strategic Partners V-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$300.00/sh+7$2,100→ 7 total(indirect: By William J.G. Griffith) - Conversion
Series G-1 Preferred Stock
2020-09-18−561,674→ 0 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class B Common Stock (561,674 underlying) - Conversion
Class B Common Stock
2020-09-18+338,993→ 338,993 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class A Common Stock (338,993 underlying) - Conversion
Series G-1 Preferred Stock
2020-09-18−338,993→ 0 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class B Common Stock (338,993 underlying) - Conversion
Class B Common Stock
2020-09-18+561,674→ 561,674 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class A Common Stock (561,674 underlying) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+79,040$9,484,800→ 79,040 total(indirect: By ICONIQ Strategic Partners IV, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+130,960$15,715,200→ 130,960 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+82,661$9,919,320→ 82,661 total(indirect: By ICONIQ Strategic Partners V, L.P.)
Jacobson Matthew
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-09-18$120.00/sh+127,339$15,280,680→ 127,339 total(indirect: By ICONIQ Strategic Partners V-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+130,960$15,715,200→ 130,960 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$300.00/sh+7$2,100→ 7 total(indirect: By William J.G. Griffith) - Conversion
Series G-1 Preferred Stock
2020-09-18−561,674→ 0 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class B Common Stock (561,674 underlying) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+79,040$9,484,800→ 79,040 total(indirect: By ICONIQ Strategic Partners IV, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+82,661$9,919,320→ 82,661 total(indirect: By ICONIQ Strategic Partners V, L.P.) - Conversion
Series G-1 Preferred Stock
2020-09-18−338,993→ 0 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class B Common Stock (338,993 underlying) - Conversion
Class B Common Stock
2020-09-18+338,993→ 338,993 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class A Common Stock (338,993 underlying) - Conversion
Class B Common Stock
2020-09-18+561,674→ 561,674 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class A Common Stock (561,674 underlying)
ICONIQ Strategic Partners III, L.P.
10% Owner
Transactions
- Conversion
Class B Common Stock
2020-09-18+561,674→ 561,674 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class A Common Stock (561,674 underlying) - Conversion
Class B Common Stock
2020-09-18+338,993→ 338,993 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class A Common Stock (338,993 underlying) - Conversion
Series G-1 Preferred Stock
2020-09-18−338,993→ 0 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class B Common Stock (338,993 underlying) - Conversion
Series G-1 Preferred Stock
2020-09-18−561,674→ 0 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class B Common Stock (561,674 underlying) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+79,040$9,484,800→ 79,040 total(indirect: By ICONIQ Strategic Partners IV, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+130,960$15,715,200→ 130,960 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+82,661$9,919,320→ 82,661 total(indirect: By ICONIQ Strategic Partners V, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+127,339$15,280,680→ 127,339 total(indirect: By ICONIQ Strategic Partners V-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$300.00/sh+7$2,100→ 7 total(indirect: By William J.G. Griffith)
Transactions
- Purchase
Class A Common Stock
2020-09-18$120.00/sh+79,040$9,484,800→ 79,040 total(indirect: By ICONIQ Strategic Partners IV, L.P.) - Conversion
Series G-1 Preferred Stock
2020-09-18−561,674→ 0 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class B Common Stock (561,674 underlying) - Conversion
Class B Common Stock
2020-09-18+561,674→ 561,674 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.)→ Class A Common Stock (561,674 underlying) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+130,960$15,715,200→ 130,960 total(indirect: By ICONIQ Strategic Partners IV-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+82,661$9,919,320→ 82,661 total(indirect: By ICONIQ Strategic Partners V, L.P.) - Purchase
Class A Common Stock
2020-09-18$120.00/sh+127,339$15,280,680→ 127,339 total(indirect: By ICONIQ Strategic Partners V-B, L.P.) - Purchase
Class A Common Stock
2020-09-18$300.00/sh+7$2,100→ 7 total(indirect: By William J.G. Griffith) - Conversion
Series G-1 Preferred Stock
2020-09-18−338,993→ 0 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class B Common Stock (338,993 underlying) - Conversion
Class B Common Stock
2020-09-18+338,993→ 338,993 total(indirect: By ICONIQ Strategic Partners IV, L.P.)→ Class A Common Stock (338,993 underlying)
Footnotes (10)
- [F1]These shares were purchased from the underwriters at the closing of the Issuer's initial public offering.
- [F10]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.
- [F2]The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").
- [F3]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.
- [F4]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.
- [F5]The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").
- [F6]The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").
- [F7]The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").
- [F8]The shares are held by Griffith.
- [F9]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.
Documents
Issuer
Snowflake Inc.
CIK 0001640147
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001678064
Filing Metadata
- Form type
- 4
- Filed
- Sep 21, 8:00 PM ET
- Accepted
- Sep 22, 8:47 PM ET
- Size
- 34.9 KB