Form 4 Snowflake Inc. For: Mar 01 Filed by: SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P.

March 3, 2021 5:33 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 ^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock ⁽¹⁾	03/01/2021		C		6,291,460	A	⁽¹⁾	6,291,460	I	Sequoia Capital U.S. Growth Fund VII, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock ⁽¹⁾	03/01/2021		C		409,424	A	⁽¹⁾	409,424	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock ⁽¹⁾	03/01/2021		C		10,213,048	A	⁽¹⁾	10,213,048	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock ⁽¹⁾	03/01/2021		C		3,154,816	A	⁽¹⁾	3,154,816	I	Sequoia Capital Growth Fund III, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock ⁽¹⁾	03/01/2021		C		544,464	A	⁽¹⁾	544,464	I	Sequoia Capital U.S. Growth Fund VI, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class A Common Stock ⁽¹⁾	03/01/2021		C		5,944	A	⁽¹⁾	5,944	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	03/01/2021		C			6,291,460	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,291,460	$ 0	0	I	Sequoia Capital U.S. Growth Fund VII, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class B Common Stock	⁽¹⁾	03/01/2021		C			409,424	⁽¹⁾	⁽¹⁾	Class A Common Stock	409,424	$ 0	0	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class B Common Stock	⁽¹⁾	03/01/2021		C			10,213,048	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,213,048	$ 0	0	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class B Common Stock	⁽¹⁾	03/01/2021		C			3,154,816	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,154,816	$ 0	0	I	Sequoia Capital Growth Fund III, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class B Common Stock	⁽¹⁾	03/01/2021		C			544,464	⁽¹⁾	⁽¹⁾	Class A Common Stock	544,464	$ 0	0	I	Sequoia Capital U.S. Growth Fund VI, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Class B Common Stock	⁽¹⁾	03/01/2021		C			5,944	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,944	$ 0	0	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P. ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Explanation of Responses:

1. Effective as of 5:00 p.m. Eastern Time on March 1, 2021, the date specified by the holders of a majority of the then-outstanding shares of the Issuer's Class B Common Stock, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.

2. SC US (TTGP), Ltd. is (i) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners' L.P. (GGF III);(ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI,L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively the GFVI Funds); and (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P. (collectively, the GFVII Funds).

3. (Continued from Footnote 2) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF III, the GFVI Funds, and the GFVII Funds. SCGF III Management, LLC is a general partner of Sequoia Capital Growth Fund III, L.P., and, as a result, SCGF III Management, LLC may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Growth Fund III, L.P. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III. Each of Douglas Leone, Roelof Botha, SC US (TTGP), Ltd.,

4. (Continued from Footnote 3) SCGGF III - Endurance Partners Management, L.P., SC U.S. Growth VI Management, L.P. and SC U.S. Growth VII Management, L.P. disclaims beneficial ownership of the shares held by GGF III, the GFVI Funds and GFVII Funds, as applicable, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. SCGF III Management, LLC disclaims beneficial ownership of the shares held by Sequoia Capital Growth Fund III, L.P., except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

Filing 1 of 3.
Due to the limitations of the electronic filing system SCGGF III - Endurance Partners Management, L.P., Sequoia Capital Global Growth Fund III - Endurance Partners, L.P., SCGF III Management, LLC, Sequoia Capital Growth Fund III, L.P., SC U.S. Growth VI Management, L.P., Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P., are filing a separate Form 4.

	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.	03/03/2021
	** Signature of Reporting Person	Date
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P.	03/03/2021
	** Signature of Reporting Person	Date
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P.	03/03/2021
	** Signature of Reporting Person	Date
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P.	03/03/2021
	** Signature of Reporting Person	Date
	/s/ Jung Yeon Son, by power of attorney for Roelof Botha	03/03/2021
	** Signature of Reporting Person	Date
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone	03/03/2021
	** 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.
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Form 4 Snowflake Inc. For: Mar 01 Filed by: SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P.

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