Snowflake Inc.

12/10/2024 | Press release | Distributed by Public on 12/10/2024 18:31

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Scarpelli Michael
2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [SNOW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O SNOWFLAKE INC., 106 EAST BABCOCK STREET, SUITE 3A 		3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024
(Street)
BOZEMAN, MT 59715 		4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/09/2024 F(1) 774 D $183.64 166,189(2)(3) D
Class A Common Stock 17,617 I Trust(4)
Class A Common Stock 17,617 I Trust(5)
Class A Common Stock 17,617 I Trust(6)
Class A Common Stock 2,755 I Trust(7)
Class A Common Stock 2,755 I Trust(8)
Class A Common Stock 2,755 I Trust(9)
Class A Common Stock 176,829(10) I Trust(11)
Class A Common Stock 176,829(12) I Trust(13)
Class A Common Stock 176,829(14) I Trust(15)
Class A Common Stock 34,364 I Spouse
Class A Common Stock 0 (10)(12)(14) I Trust(16)
Class A Common Stock 167,521(3) I Trust(17)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $8.88 (18) 08/26/2029 Class A Common Stock 2,019,299 2,019,299(19) D
Stock Option (Right to Buy) $207.56 (20) 03/08/2032 Class A Common Stock 69,569 69,569(19) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scarpelli Michael
C/O SNOWFLAKE INC.
106 EAST BABCOCK STREET, SUITE 3A
BOZEMAN, MT 59715 		Chief Financial Officer

Signatures

/s/ Marie Reider, Attorney-in-Fact 12/10/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Represents shares withheld to satisfy tax withholding obligations on the vesting of restricted stock units.
(2) Includes shares to be issued in connection with the vesting of one or more restricted stock units.
(3) On September 26, 2024, 30,006 shares were transferred from the Reporting Person to the Scarpelli Family Trust dated 8/14/2009.
(4) The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
(5) The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Persons' child is the beneficiary.
(6) The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
(7) The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
(8) The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
(9) The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.
(10) On September 26, 2024, 176,829 shares were transferred from the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust to the Irrevocable Trust f/b/o Child 1 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019
(11) Irrevocable Trust f/b/o Child 1 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019
(12) On September 26, 2024, 176,829 shares were transferred from the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust to the Irrevocable Trust f/b/o Child 2 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019
(13) Irrevocable Trust f/b/o Child 2 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019
(14) On September 26, 2024, 176,829 shares were transferred from the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust to the Irrevocable Trust f/b/o Child 3 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019
(15) Irrevocable Trust f/b/o Child 3 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019
(16) The shares were previously held by the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust for which the Reporting Person is a beneficiary.
(17) The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee.
(18) The stock option is fully vested.
(19) The Reporting Person is not reporting any transactions relating to his stock options for the Issuer's Class A Common Stock and is voluntarily reporting his outstanding stock options as of the date of this report.
(20) The shares subject to the option vest in 48 equal monthly installments beginning on March 8, 2022, subject to the Reporting Person's continuous service through each such vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.