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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Snowflake Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
833445109
(CUSIP Number)
December 31, 2020
(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-l(b)
☐ Rule 13d-l(c)
☒ Rule 13d-l(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 the disclosures provided in a prior cover page. | ||||
The information required in 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).
CUSIP No. 833445109 | SCHEDULE 13G | Page 2 of 8 | ||||||
| 1. | Names of Reporting Persons Thierry Cruanes | |||||||||||||||||||||||||||||||||||||||||||
| 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 United States of America | |||||||||||||||||||||||||||||||||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 1,610,000 (See Item 4(a) below) | ||||||||||||||||||||||||||||||||||||||||||
| 6. | Shared Voting Power 6,646,950 (See Item 4(a) below) | |||||||||||||||||||||||||||||||||||||||||||
| 7. | Sole Dispositive Power 1,610,000 (See Item 4(a) below) | |||||||||||||||||||||||||||||||||||||||||||
| 8. | Shared Dispositive Power 6,646,950 (See Item 4(a) below) | |||||||||||||||||||||||||||||||||||||||||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 8,256,950 (See Items 4(a) and 4(b) below) | |||||||||||||||||||||||||||||||||||||||||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |||||||||||||||||||||||||||||||||||||||||||
| 11. | Percent of Class Represented by Amount in Row (9) 7.8% (See Item 4(b) below) | |||||||||||||||||||||||||||||||||||||||||||
| 12. | Type of Reporting Person (See Instructions) IN | |||||||||||||||||||||||||||||||||||||||||||
CUSIP No. 833445109 | SCHEDULE 13G | Page 3 of 8 | ||||||
| 1. | Names of Reporting Persons The Cruanes Family Trust DTD 6/12/2019 (“The Cruanes Family Trust”) | |||||||||||||||||||||||||||||||||||||||||||
| 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 California, United States of America | |||||||||||||||||||||||||||||||||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 | ||||||||||||||||||||||||||||||||||||||||||
| 6. | Shared Voting Power 6,046,950 (See Item 4(a) below) | |||||||||||||||||||||||||||||||||||||||||||
| 7. | Sole Dispositive Power 0 | |||||||||||||||||||||||||||||||||||||||||||
| 8. | Shared Dispositive Power 6,046,950 (See Item 4(a) below) | |||||||||||||||||||||||||||||||||||||||||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,046,950 (See Items 4(a) and 4(b) below) | |||||||||||||||||||||||||||||||||||||||||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |||||||||||||||||||||||||||||||||||||||||||
| 11. | Percent of Class Represented by Amount in Row (9) 5.8% (See Item 4(b) below) | |||||||||||||||||||||||||||||||||||||||||||
| 12. | Type of Reporting Person (See Instructions) OO | |||||||||||||||||||||||||||||||||||||||||||
Item 1.
| (a) | Name of Issuer: | ||||
Snowflake Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: | ||||
450 Concar Drive
San Mateo, California 94402
Item 2.
| (a) | Name of Person Filing: | ||||
Thierry Cruanes
The Cruanes Family Trust
| (b) | Address of Principal Business Office or, if none, Residence: | ||||
The address for the Reporting Person is:
c/o Snowflake Inc.
450 Concar Drive
San Mateo, California 94402
CUSIP No. 833445109 | SCHEDULE 13G | Page 4 of 8 | ||||||
| (c) | Citizenship: | ||||
Thierry Cruanes: United States of America
The Cruanes Family Trust: California, United States of America
| (d) | Title of Class of Securities: | ||||
Class A Common Stock, $0.0001 par value per share
| (e) | CUSIP Number: | ||||
833445109
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
| (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 advisor 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) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); or | ||||
| (k) | ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||||
Item 4. Ownership.
The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Person is provided as of December 31, 2020:
| (a) | Amount beneficially owned: | ||||
Thierry Cruanes has:
i.Sole voting and dispositive power over:
1.50,000 shares of Class B Common Stock held by The Cruanes 2020 Grantor Retained Annuity Trust UTA dated March 24, 2020, for which Mr. Cruanes is trustee; and
2.1,560,000 shares of Class B Common Stock subject to options exercisable within 60 days of December 31, 2020, of which 1,276,666 shares of Class B Common Stock are vested as of such date.
ii.Shared voting and dispositive power over:
1.6,046,950 shares of Class B Common Stock held by The Cruanes Family Trust, for which Mr. Cruanes and his spouse serve as co-trustees; and
CUSIP No. 833445109 | SCHEDULE 13G | Page 5 of 8 | ||||||
2.600,000 shares of Class B Common Stock held by The Cruanes Family 2020 Irrevocable Trust UTA dated March 24, 2020, for which Mr. Cruanes and his spouse serve as co-trustees.
The Cruanes Family Trust has shared voting and dispositive power over 6,046,950 shares of Class B Common Stock.
Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon certain events specified in the Issuer’s certificate of incorporation.
| (b) | Percent of Class: Thierry Cruanes: 7.8% The Cruanes Family Trust: 5.8% | ||||
The percent of class was calculated based on (a) 98,110,276 shares of Class A Common Stock and (b) 188,592,130 shares of Class B Common Stock outstanding as of December 31, 2020.
Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes.
Based on the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person, which pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, is treated as converted into Class A Common Stock only for purposes of computing the percentage ownership of the Reporting Person. In accordance with Rule 13d-3, the percentage reported does not reflect the ten for one voting power of the Class B Common Stock because the Class B Common Stock is not a registered class of voting equity securities under the Securities Exchange Act of 1934, as amended. The 8,256,950 and 6,046,950 shares of Class B Common Stock held by Thierry Cruanes and The Cruanes Family Trust, respectively, represent 4.1% and 3.0%, respectively, of the aggregate combined voting power of the Class A Common Stock and Class B Common Stock.
| (c) | Number of shares as to which such person has: | ||||
| (i) Sole power to vote or to direct the vote: | |||||||||||
| Thierry Cruanes: | 1,610,000 (See Item 4(a) above) | ||||||||||
| The Cruanes Family Trust: | 0 (See Item 4(a) above) | ||||||||||
| (ii) Shared power to vote or to direct the vote: | 0; | ||||||||||
| Thierry Cruanes: | 6,646,950 (See Item 4(a) above) | ||||||||||
| The Cruanes Family Trust: | 6,046,950 (See Item 4(a) above) | ||||||||||
| (iii) Sole power to dispose or to direct the disposition of: | |||||||||||
| Thierry Cruanes: | 1,610,000 (See Item 4(a) above) | ||||||||||
| The Cruanes Family Trust: | 0 (See Item 4(a) above) | ||||||||||
| (iv) Shared power to dispose or to direct the disposition of: | |||||||||||
| Thierry Cruanes: | 6,646,950 (See Item 4(a) above) | ||||||||||
| The Cruanes Family Trust: | 6,046,950 (See Item 4(a) above) | ||||||||||
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
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 or Control Person.
Not applicable.
CUSIP No. 833445109 | SCHEDULE 13G | Page 6 of 8 | ||||||
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
CUSIP No. 833445109 | SCHEDULE 13G | Page 7 of 8 | ||||||
SIGNATURES
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.
| Thierry Cruanes | ||||||||
| Date: February 16, 2021 | /s/ Thierry Cruanes | |||||||
| The Cruanes Family Trust DTD 6/12/2019 | ||||||||
| Date: February 16, 2021 | /s/ Thierry Cruanes | |||||||
| < td colspan="3" style="padding:0 1pt"> | Thierry Cruanes, Trustee | |||||||
List of Exhibits
| Exhibit Number | Description | ||||||||||