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Filing Details

Accession Number:: 0001104659-20-107400
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-22 16:38:07
Reporting Period:: 2020-09-18

Accepted Time:: 2020-09-22 16:38:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1640147	Snowflake Inc.	SNOW	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1541617	Altimeter Capital Management, Lp	One International Place, Suite 4610, Boston MA 02110	No	No	Yes	No
1775157	Brad Gerstner	One International Place, Suite 4610, Boston MA 02110	No	No	Yes	No
1825200	Altimeter Capital Management General Partner, Llc	One International Place, Suite 4610, Boston MA 02110	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2020-09-18	420,000	$120.00	420,000	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Preferred Stock	Disposition	2020-09-18	36,236,307	$0.00	36,236,307	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2020-09-18	36,236,307	$0.00	36,236,307	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
36,286,307			No	4	C	Indirect

Footnotes

These shares are directly owned by Altimeter Partners Fund, L.P. ("APF"). Altimeter General Partner, LLC is the general partner of APF 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 APF, 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 APF.
Each of the Investment Manager, the General Partner and Bradley Gerstner disclaims any beneficial ownership of the securities held by APF except to the extent of any pecuniary interest therein.
The Preferred Stock automatically converted into Class B Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
Prior to the conversion of the shares, these shares were directly owned by Altimeter Private Partners Fund I, L.P. ("APPF I"), Altimeter Private Partners Fund II, L.P. ("APPF II"), 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").
(Continued from footnote 4) 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.
Each share of Class B Common Stock will be convertible at any time at the option of each Reporting Person into Class A Common Stock on a 1-for-1 basis and has no expiration date. 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.
(Continued from footnote 5) 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.
These shares are directly owned by APPF I, APPF II, APF, AGPF III, AGSF, and AGPF IV in the amounts of 15,087,910, 5,139,772, 8,706,337, 4,379,699, 2,248,456, and 774,133, respectively. 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.