Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
Snowflake Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
833445109
(CUSIP Number)
Altimeter Capital Management, LP, One International Place,
Suite 4610, Boston, MA 02110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[]
Rule 13d-1(b)
[x]
Rule 13d-1(c)
[]
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Altimeter Capital Management, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
-0- shares
6.
SHARED VOTING POWER
17,001,796
7.
SOLE DISPOSITIVE POWER
-0- shares
8.
SHARED DISPOSITIVE POWER
17,001,796
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,001,796
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.55%
12.
TYPE OF REPORTING PERSON (see instructions)
IA, PN
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Altimeter Capital Management General Partner, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
-0- shares
6.
SHARED VOTING POWER
17,001,796
7.
SOLE DISPOSITIVE POWER
-0- shares
8.
SHARED DISPOSITIVE POWER
17,001,796
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,001,796
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.55%
12.
TYPE OF REPORTING PERSON (see instructions)
OO
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brad Gerstner
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
(b)
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
2,710,294
6.
SHARED VOTING POWER
17,001,796
7.
SOLE DISPOSITIVE POWER
2,710,294
8.
SHARED DISPOSITIVE POWER
17,001,796
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,712,090
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.44%
12.
TYPE OF REPORTING PERSON (see instructions)
IN
Item 1.
(a)
Name of Issuer
Snowflake Inc. (the "Issuer")
(b)
Address of Issuer's Principal Executive Offices
450 Concar Drive, San Mateo, CA 94402
Item 2.
(a)
Name of Person Filing
This Amendment No. 3 to the Schedule 13G (this "Amendment")
is being filed on behalf of Altimeter Capital
Management General Partner LLC (the "General Partner"),
Altimeter Capital Management, LP (the
"Investment Manager"), and Brad Gerstner, who are collectively
referred to as the "Reporting Persons." Mr.
Gerstner is the sole managing principal of the General Partner
and the Investment Manager. The General
Partner is the sole general partner of the Investment Manager,
which is the investment manager of the Fund.
This Amendment modifies the amended Schedule 13G filed with
the Securities and Exchange Commission on
June 10, 2021. The Reporting Persons have entered into a
Joint Filing Agreement, dated as of the date hereof,
a copy of which is filed with this Schedule 13G as Exhibit 1
(which is incorporated herein by reference),
pursuant to which the Reporting Persons have agreed to
file this statement jointly in accordance with the
provisions of Rule 13d-1(k) under the Act.
(b)
Address of the Principal Office or, if none, residence
The principal business office of the Reporting Persons
with respect to the shares reported hereunder is One
International Place, Suite 4610, Boston, MA 02110.
(c)
Citizenship
Each of the Investment Manager and the Fund are a Delaware limited partnership.
The General Partner is a
Delaware limited liability company. Mr. Gerstner is a United States citizen.
(d)
Title of Class of Securities
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP Number
833445109
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person
filing is a:
Not applicable.
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e)
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The beneficial ownership of each Reporting Person of shares of Common Stock
("Common Stock") as of December 31, 2021 is as follows: (i) each of the
General Partner (as the general partner of the Investment Manager) and the
Investment Manager (as the investment manager of the Fund) beneficially owns
17,001,796 shares of Common Stock, representing approximately 5.55% of such
class of security; and (iv) Mr. Gerstner (as the sole managing
principal of the General Partner, the Investment Manager and the
Fund General Partner and direct ownership)
beneficially owns 19,712,090 shares of Common Stock representing 6.44%
of such class security. All ownership
percentages of the securities reported herein are based upon a total of
306,300,000 shares of Common Stock shares
outstanding as of November 19, 2021.
Some of the shares reported herein for the General Partner, the
Investment Manager and Mr. Gerstner represent
shares of Class A Common Stock beneficially owned and held of record
by the Fund and several private funds
(collectively, the "Altimeter Entities") for which the Investment Manager
serves as the investment manager. The
General Partner serves as the sole general partner of the Investment Manager.
Shares reported herein for Mr.
Gerstner represent shares of Class A Common Stock either beneficially owned
and held of record by the Altimeter
Entities or held directly. Mr. Gerstner is the sole managing principal of
the General Partner, the Investment Manager
and the Fund General Partner. Shares reported herein for the Fund
General Partner represent shares of Class A
Common Stock either beneficially owned and held of record by the Fund
or held directly.
For the total amount of shares reported herein, 19,712,090 of such shares
represents shares of Class A Common
Stock beneficially owned and held of record by one of the Altimeter Entities.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the
issuer identified in Item 1.
(a)
Amount beneficially owned:
Altimeter Capital Management General Partner LLC - 17,001,796 shares
Altimeter Capital Management, LP - 17,001,796 shares
Brad Gerstner - 19,712,090 shares
(b)
Percent of class:
Altimeter Capital Management General Partner LLC - 5.55%
Altimeter Capital Management, LP -5.55%
Brad Gerstner - 6.44%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
Altimeter Capital Management General Partner LLC -0-
Altimeter Capital Management, LP -0-
Brad Gerstner - 2,710,294 shares
(ii)
Shared power to vote or to direct the vote
Altimeter Capital Management General Partner LLC - 17,001,796 shares
Altimeter Capital Management, LP - 17,001,796 shares
Brad Gerstner - 19,712,090 shares
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on
By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
CUSIP No. 833445109
13G
Page 8 of 8 Pages
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having
that purpose or effect.
Exhibits. Exhibit 99-1
Joint Filing Agreement, dated February 14, 2022, by and among the Reporting
Persons.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in
this statement is true, complete and correct.
February 14, 2022
ALTIMETER CAPITAL MANAGEMENT
GENERAL PARTNER LLC
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
ALTIMETER CAPITAL MANAGEMENT, LP
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
BRAD GERSTNER
By: /s/ Brad Gerstner
Brad Gerstner, individually
EXHIBIT I
JOINT FILING AGREEMENT
This Joint Filing Agreement dated February 14 2021 is by and among
Altimeter Capital Management General
Partner LLC, a Delaware limited liability company, Altimeter Capital
Management, LP, a Delaware limited
partnership, and Brad Gerstner, an individual (the foregoing are
collectively referred to herein as the "Filers"). Each
of the Filers may be required to file with the United States Securities
and Exchange Commission a statement on
Schedule 13G with respect to shares of Class A Common Stock of
Snowflake Inc., beneficially owned by them from
time to time. Pursuant to and in accordance with Rule 13(d)(1)(k)
promulgated under the Securities Exchange Act of
1934, as amended, the Filers hereby agree to file a single statement
on Schedule 13G (and any amendments thereto)
on behalf of each of such parties, and hereby further agree to file this
Joint Filing Agreement as an exhibit to such
statement, as required by such rule. This Joint Filing Agreement may be
terminated by any of the Filers upon one
week's prior written notice or such lesser period of notice as the
Filers may mutually agree.
Executed and delivered as of the date first above written.
ALTIMETER CAPITAL MANAGEMENT
GENERAL PARTNER LLC
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
ALTIMETER CAPITAL MANAGEMENT, LP
By: /s/ Mara Davis
Mara Davis, Chief Compliance Officer
BRAD GERSTNER
By: /s/ Brad Gerstner
Brad Gerstner, individually