Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Degnan Christopher William

(Last)

(First)

(Middle)

C/O SNOWFLAKE INC.

106 EAST BABCOCK STREET, SUITE 3A

(Street)

BOZEMAN

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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2024

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)
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	02/01/2024		M⁽¹⁾		12,533	A	$3.74	110,705⁽²⁾⁽³⁾	D
Class A Common Stock	02/01/2024		S⁽¹⁾		12,533	D	$200.041⁽⁴⁾	98,172⁽²⁾	D
Class A Common Stock	02/02/2024		M⁽¹⁾		249	A	$3.74	98,421⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		5	D	$204.628⁽⁵⁾	98,416⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		15	D	$206.493⁽⁶⁾	98,401⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		11	D	$207.35⁽⁷⁾	98,390⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		23	D	$208.665⁽⁸⁾	98,367⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		21	D	$209.615⁽⁹⁾	98,346⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		14	D	$210.536⁽¹⁰⁾	98,332⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		7	D	$211.657⁽¹¹⁾	98,325⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		11	D	$212.519⁽¹²⁾	98,314⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		25	D	$214.031⁽¹³⁾	98,289⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		4	D	$215.23⁽¹⁴⁾	98,285⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		18	D	$216.322⁽¹⁵⁾	98,267⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		25	D	$217.417⁽¹⁶⁾	98,242⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		64	D	$218.448⁽¹⁷⁾	98,178⁽²⁾	D
Class A Common Stock	02/02/2024		S⁽¹⁾		6	D	$219.13⁽¹⁸⁾	98,172⁽²⁾	D
Class A Common Stock	02/05/2024		G⁽¹⁾		3,835	D	$0	94,337⁽²⁾	D
Class A Common Stock								120,000	I	Trust⁽¹⁹⁾
Class A Common Stock								541,896⁽³⁾	I	Trust⁽²⁰⁾

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)
Stock Option (Right to Buy)	$3.74	02/01/2024		M			12,533	⁽²¹⁾	09/18/2028	Class A Common Stock	12,533	$0	63,062	D
Stock Option (Right to Buy)	$3.74	02/02/2024		M			249	⁽²¹⁾	09/18/2028	Class A Common Stock	249	$0	62,813	D

Explanation of Responses:

1. The gift, exercises and sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 13, 2022.

2. Includes shares to be issued in connection with the vesting of one or more restricted stock units.

3. On a prior Form 4 filed on January 24, 2025, 3,835 of shares were inadvertently reported as gifted by the Reporting Person indirectly through the Degnan Family Trust when they were in fact gifted directly by the Reporting Person. The amounts of shares held by the Reporting Person directly and indirectly through the Degnan Family Trust were adjusted accordingly in this Form 4.

4. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $200.000 to $200.280, 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.

5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $204.280 to $204.860, inclusive.

6. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $205.880 to $206.870, inclusive.

7. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $206.950 to $207.810, inclusive.

8. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $208.070 to $209.040, inclusive.

9. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $209.080 to $210.030, inclusive.

10. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $210.130 to $210.960, inclusive.

11. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $211.200 to $211.830, inclusive.

12. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $212.230 to $212.840, inclusive.

13. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $213.590 to $214.570, inclusive.

14. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $214.770 to $215.640, inclusive.

15. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $215.780 to $216.590, inclusive.

16. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $216.910 to $217.810, inclusive.

17. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $217.910 to $218.890, inclusive.

18. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $219.010 to $219.250, inclusive.

19. The shares are held by The Degnan Gift Trust for which the Reporting Person's immediate family members are beneficiaries.

20. The share are held by The Degnan Family Trust for which the Reporting Person is a trustee.

21. The shares subject to the option are immediately exercisable and vest in 24 equal monthly installments beginning on November 1, 2021, subject to the Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Bryan Kelly, Attorney-in-Fact	02/05/2024
	** 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.