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Form 4 Snowflake Inc. For: Feb 27 Filed by: Scarpelli Michael

February 29, 2024 9:44 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Scarpelli Michael

(Last) (First) (Middle)
C/O SNOWFLAKE INC.
106 EAST BABCOCK STREET, SUITE 3A

(Street)
BOZEMAN MT 59715

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2024
4. If Amendment, Date of 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
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 02/27/2024   A   46,272 (1) A $ 0 187,300 (2) D  
Class A Common Stock               560,493 (3) I Trust (4)
Class A Common Stock               195,672 (3) I Trust (5)
Class A Common Stock               9,686 I Trust (6)
Class A Common Stock               9,686 I Trust (7)
Class A Common Stock               9,686 I Trust (8)
Class A Common Stock               2,755 I Trust (9)
Class A Common Stock               2,755 I Trust (10)
Class A Common Stock               2,755 I Trust (11)
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 Securities Underlying Derivative Security (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: 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               (12) 08/26/2029 Class A Common Stock 2,019,299 (13)   2,019,299 (13) D  
Stock Option (Right to Buy) $ 207.56               (14) 03/08/2032 Class A Common Stock 69,569 (13)   69,569 (13) D  
Explanation of Responses:
1. Represents previously granted restricted stock units acquired following determination of the Issuer's achievement of pre-established financial performance goals for fiscal year 2024. The restricted stock units will vest over four years, with 25% vesting on March 15, 2024 and 6.25% vesting on each "Quarterly Date" thereafter, subject to the Reporting Person's continuous service through each such vesting date. Quarterly Dates are each of March 15, June 15, September 15, and December 15.
2. Includes shares to be issued in connection with the vesting of one or more restricted stock units.
3. Reflects the distribution of 16,725 shares from the Michael P. Scarpelli Retained Annuity Trust to the Reporting Person as an annuity payment on September 12, 2023 and the subsequent transfer of the 16,725 shares from the Reporting Person to the Scarpelli Family Trust on September 15,2023.
4. The shares are held by the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust for which the Reporting Person is a beneficiary.
5. The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. The shares subject to the option are immediately exercisable and vest in 48 equal monthly installments beginning on August 19, 2019, subject to Reporting Person's continuous service through each such vesting date.
13. 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.
14. 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.
/s/ Bryan Kelly, Attorney-in-Fact 02/29/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.


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