Snowflake Inc.

12/02/2024 | Press release | Distributed by Public on 12/02/2024 16:45

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 *
Slootman Frank
2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [SNOW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SNOWFLAKE INC., 106 EAST BABCOCK STREET, SUITE 3A 		3. Date of Earliest Transaction (Month/Day/Year)
11/29/2024
(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 11/29/2024 M(1) 59,617 A $8.88 268,352(2) D
Class A Common Stock 11/29/2024 S(1) 23,596 D $175.202(3) 244,756(2) D
Class A Common Stock 11/29/2024 S(1) 17,758 D $176.469(4) 226,998(2) D
Class A Common Stock 11/29/2024 S(1) 16,763 D $177.324(5) 210,235(2) D
Class A Common Stock 11/29/2024 S(1) 1,500 D $178.203(6) 208,735(2) D
Class A Common Stock 83,014 I Foundation(7)
Class A Common Stock 335,146 I Trust(8)
Class A Common Stock 16,300 I Trust(9)
Class A Common Stock 432,146 I Trust(10)
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 11/29/2024 M 59,617 (11) 05/28/2029 Class A Common Stock 59,617 $ 0 10,399,356 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Slootman Frank
C/O SNOWFLAKE INC.
106 EAST BABCOCK STREET, SUITE 3A
BOZEMAN, MT 59715 		X

Signatures

/s/ Marie Reider, Attorney-in-Fact 12/02/2024
**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) The exercise and sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 25, 2024.
(2) Includes shares to be issued in connection with the vesting of one or more restricted stock units.
(3) The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $175.000 to $175.900, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in these footnotes.
(4) The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $176.025 to $177.010, inclusive.
(5) The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $177.025 to $178.000, inclusive.
(6) The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $178.030 to $178.310, inclusive.
(7) The shares are held by the Slootman Family Foundation dated 11/24/2010 for which the Reporting Person is deemed to have voting and investment power over the shares held by the Slootman Family Foundation, but has no personal pecuniary interest in these shares.
(8) The shares are held by the Slootman Living Trust dated 9/8/1999 for which the Reporting Person is a trustee.
(9) The shares are held by the Slootman Grandchildren's Trust dated 7/28/2022 for which the Reporting Person is a trustee.
(10) The shares are held by the Slootman 2023 Grantor Retained Annuity Trust dated 9/25/23 for which the Reporting Person is a trustee.
(11) The stock option is fully vested.
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.