ICONIQ Strategic Partners III, L.P. - 08 Sep 2021 Form 4 Insider Report for Snowflake Inc. (SNOW)

Footnote F1

On September 8, 2021, ICONIQ Strategic Partners III, L.P. ("ICONIQ III") distributed, for no consideration, in the aggregate 329,029 shares of the Issuer's Class A Common Stock (the "ICONIQ III Shares") to its limited partners and to ICONIQ Strategic Partners GP III, L.P. ("ICONIQ III GP"), representing each such partner's pro rata interest in such ICONIQ III Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III Shares it received in the distribution by ICONIQ III to its partners, representing each such partner's pro rata interest in such ICONIQ III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F2

The shares are held by ICONIQ III.

Footnote F3

On September 8, 2021, ICONIQ Strategic Partners III-B, L.P. ("ICONIQ III-B") distributed, for no consideration, in the aggregate 351,572 shares of the Issuer's Class A Common Stock (the "ICONIQ III-B Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ III-B Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ III-B Shares it received in the distribution by ICONIQ III-B to its partners, representing each such partner's pro rata interest in such ICONIQ III-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F4

The shares are held by ICONIQ III-B.

Footnote F5

On September 8, 2021, ICONIQ Strategic Partners III Co-Invest, L.P., Series SF ("ICONIQ SF") distributed, for no consideration, in the aggregate 174,399 shares of the Issuer's Class A Common Stock (the "ICONIQ SF Shares") to its limited partners and to ICONIQ III GP, representing each such partner's pro rata interest in such ICONIQ SF Shares. On the same date, ICONIQ III GP distributed, for no consideration, the ICONIQ SF Shares it received in the distribution by ICONIQ SF to its partners, representing each such partner's pro rata interest in such ICONIQ SF Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F6

The shares are held by ICONIQ SF.

Footnote F7

ICONIQ III GP is the sole general partner of each of ICONIQ III, ICONIQ III-B and ICONIQ SF. ICONIQ Strategic Partners III TT GP, Ltd. ("ICONIQ Parent GP III") is the sole general partner of ICONIQ III GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders and directors of ICONIQ Parent GP III. ICONIQ Strategic Partners GP IV, L.P. ("ICONIQ GP IV") is the sole general partner of each of ICONIQ IV and ICONIQ IV-B. ICONIQ Strategic Partners IV TT GP, Ltd. ("ICONIQ Parent GP IV") is the sole general partner of ICONIQ GP IV. Makan, Griffith and Matthew Jacobson ("Jacobson") are the sole equity holders and directors of ICONIQ Parent GP IV. ICONIQ Strategic Partners GP V, L.P. ("ICONIQ GP V") is the sole general partner of each of ICONIQ V and ICONIQ V-B. ICONIQ Strategic Partners V TT GP, Ltd. ("ICONIQ Parent GP V") is the sole general partner of ICONIQ GP V. Makan, Griffith and Jacobson are the sole equity holders and directors of ICONIQ Parent GP V.

Footnote F8

Each of ICONIQ III GP, ICONIQ Parent GP III, ICONIQ GP IV, ICONIQ Parent GP IV, ICONIQ GP V, ICONIQ Parent GP V, Makan, Griffith and Jacobson disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Footnote F9

These shares are held directly by Makan. Includes ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ SF Shares received in the distributions described in footnotes (1), (3) and (5) above.

Footnote F10

These shares are held directly by Griffith. Includes ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ SF Shares received in the distributions described in footnotes (1), (3) and (5) above.

Footnote F11

These shares are held directly by Jacobson. Includes ICONIQ III Shares, ICONIQ III-B Shares and ICONIQ SF Shares received in the distributions described in footnotes (1), (3) and (5) above.

Footnote F12

The shares are held by ICONIQ Strategic Partners IV, L.P. ("ICONIQ IV").

Footnote F13

The shares are held by ICONIQ Strategic Partners IV-B, L.P. ("ICONIQ IV-B").

Footnote F14

The shares are held by ICONIQ Strategic Partners V, L.P. ("ICONIQ V").

Footnote F15

The shares are held by ICONIQ Strategic Partners V-B, L.P. ("ICONIQ V-B").