Sec Form 4 Filing - COXE TENCH @ Snowflake Inc.

Insider filing report for Changes in Beneficial Ownership

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FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

COXE TENCH

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)

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

3. Date of Earliest Transaction (MM/DD/YY)
09/18/2020

(Street)

PALO ALTO, CA94304-1005

4. If Amendment, Date Original Filed (MM/DD/YY)

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 (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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

< td style="text-align: center;"> I

**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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)		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)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	^{( 1 )}	09/18/2020		C		92,866		^{( 2 )}	^{( 2 )}	Class A Common Stock	92,866	$ 0	92,866	I	By Irrevocable Children's Tr (FBO-TMC) ^{( 3 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		48,200		^{( 2 )}	^{( 2 )}	Class A Common Stock	48,200	$ 0	141,066	I	By Irrevocable Children's Tr (FBO-TMC) ^{( 3 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		35,700		^{( 2 )}	^{( 2 )}	Class A Common Stock	35,700	$ 0	176,766	I	By Irrevocable Children's Tr (FBO-TMC) ^{( 3 )}
Series A Preferred Stock	^{( 4 )}	09/18/2020		C			92,866	^{( 4 )}	^{( 4 )}	Class B Common Stock	92,866	$ 0	0	I	By Irrevocable Children's Tr (FBO-TMC) ^{( 3 )}
Series B Preferred Stock	^{( 4 )}	09/18/2020		C			48,200	^{( 4 )}	^{( 4 )}	Class B Common Stock	48,200	$ 0	0	I	By Irrevocable Children's Tr (FBO-TMC) ^{( 3 )}
Series Seed Preferred Stock	^{( 4 )}	09/18/2020		C			35,700	^{( 4 )}	^{( 4 )}	Class B Common Stock	35,700	$ 0	0	I	By Irrevocable Children's Tr (FBO-TMC) ^{( 3 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		12,214		^{( 2 )}	^{( 2 )}	Class A Common Stock	12,214	$ 0	12,214	I	By Irrevocable Trust (FBO-15) ^{( 3 )}
Series C Preferred Stock	^{( 4 )}	09/18/2020		C			12,214	^{( 4 )}	^{( 4 )}	Class B Common Stock	12,214	$ 0	0	I	By Irrevocable Trust (FBO-15) ^{( 3 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		14,035		^{( 2 )}	^{( 2 )}	Class A Common Stock	14,035	$ 0	14,035	I	By Irrevocable Trust (FHC-15) ^{( 3 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		12,214		^{( 2 )}	^{( 2 )}	Class A Common Stock	12,214	$ 0	26,249	I	By Irrevocable Trust (FHC-15) ^{( 3 )}
Series B Preferred Stock	^{( 4 )}	09/18/2020		C			14,035	^{( 4 )}	^{( 4 )}	Class B Common Stock	14,035	$ 0	0	I	By Irrevocable Trust (FHC-15) ^{( 3 )}
Series C Preferred Stock	^{( 4 )}	09/18/2020		C			12,214	^{( 4 )}	^{( 4 )}	Class B Common Stock	12,214	$ 0	0	I	By Irrevocable Trust (FHC-15) ^{( 3 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		12,214		^{( 2 )}	^{( 2 )}	Class A Common Stock	12,214	$ 0	12,214	I	By Irrevocable Trust (HKO-15) ^{( 3 )}
Series C Preferred Stock	^{( 4 )}	09/18/2020		C			12,214	^{( 4 )}	^{( 4 )}	Class B Common Stock	12,214	$ 0	0	I	By Irrevocable Trust (HKO-15) ^{( 3 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		12,214		^{( 2 )}	^{( 2 )}	Class A Common Stock	12,214	$ 0	12,214	I	By Irrevocable Trust (JDL-15) ^{( 3 )}
Series C Preferred Stock	^{( 4 )}	09/18/2020		C			12,214	^{( 4 )}	^{( 4 )}	Class B Common Stock	12,214	$ 0	0	I	By Irrevocable Trust (JDL-15) ^{( 3 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		12,214		^{( 2 )}	^{( 2 )}	Class A Common Stock	12,214	$ 0	12,214	I	By Irrevocable Trust (WCC-15) ^{( 3 )}
Series C Preferred Stock	^{( 4 )}	09/18/2020		C			12,214	^{( 4 )}	^{( 4 )}	Class B Common Stock	12,214	$ 0	0	I	By Irrevocable Trust (WCC-15) ^{( 3 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		334,304		^{( 2 )}	^{( 2 )}	Class A Common Stock	334,304	$ 0	334,304	I	By Ltd Partnership (ROOS) ^{( 5 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		160,800		^{( 2 )}	^{( 2 )}	Class A Common Stock	160,800	$ 0	495,104	I	By Ltd Partnership (ROOS) ^{( 5 )}
Class B Common Stock	^{( 1 )}	09/18/2020		C		116,370		^{( 2 )}	^{( 2 )}	Class A Common Stock	116,370	$ 0	611,474	I	By Ltd Partnership (ROOS) ^{( 5 )}
Series C Preferred Stock	^{( 4 )}	09/18/2020		C			160,800	^{( 4 )}	^{( 4 )}	Class B Common Stock	160,800	$ 0	0	I	By Ltd Partnership (ROOS) ^{( 5 )}
Series F Preferred Stock	^{( 4 )}	09/18/2020		C			334,304	^{( 4 )}	^{( 4 )}	Class B Common Stock	334,304	$ 0	0	I	By Ltd Partnership (ROOS) ^{( 5 )}
Series G-1 Preferred Stock	^{( 4 )}	09/18/2020		C			116,370	^{( 4 )}	^{( 4 )}	Class B Common Stock	116,370	$ 0	0	By Ltd Partnership (ROOS) ^{( 5 )}
Series C Preferred Stock	^{( 4 )}	09/18/2020		C			7,464,467	^{( 4 )}	^{( 4 )}	Class B Common Stock	7,464,467	$ 0	0	I	By Ltd Partnership (SHV) ^{( 6 )}
Series D Preferred Stock	^{( 4 )}	09/18/2020		C			2,170,228	^{( 4 )}	^{( 4 )}	Class B Common Stock	2,170,228	$ 0	0	I	By Ltd Partnership (SHV) ^{( 6 )}
Series E Preferred Stock	^{( 4 )}	09/18/2020		C			69,370	^{( 4 )}	^{( 4 )}	Class B Common Stock	69,370	$ 0	0	I	By Ltd Partnership (SHV) ^{( 6 )}
Series F Preferred Stock	^{( 4 )}	09/18/2020		C			2,726,595	^{( 4 )}	^{( 4 )}	Class B Common Stock	2,726,595	$ 0	0	I	By Ltd Partnership (SHV) ^{( 6 )}
Series G-1 Preferred Stock	^{( 4 )}	09/18/2020		C			727,185	^{( 4 )}	^{( 4 )}	Class B Common Stock	727,185	$ 0	0	I	By Ltd Partnership (SHV) ^{( 6 )}
Series Seed Preferred Stock	^{( 4 )}	09/18/2020		C			2,121,351	^{( 4 )}	^{( 4 )}	Class B Common Stock	2,121,351	$ 0	0	I	By Ltd Partnership (SHV) ^{( 6 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COXE TENCH 755 PAGE MILL ROAD, SUITE A-200 PALO ALTO, CA94304-1005		X

**Signatures**
/s/ Kanwalpreet S. Kalra, by power of attorney		09/22/2020
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock; (2) the death of the Reporting Person; and (3) on the final conversion date, defined as the earlier of (a) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represents less than 10% of the then outstanding Class A and Class B Common Stock; (b) the seventh anniversary of the effectiveness of the registration statement in connection with the Issuer's IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.
( 2 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date. On any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.
( 3 )Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
( 4 )Each share of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G-1 Preferred Stock automatically converted into one share of Class B Common Stock immediately upon the closing of the Issuer's initial public offering (IPO), and had no expiration date.
( 5 )Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the general partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
( 6 )Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

Remarks:
Multiple Forms Submitted

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.

Sec Form 4 Filing - COXE TENCH @ Snowflake Inc. - 2020-09-18