Item 8.01 Other Events.
Notice of Early Lock-Up Release Date
In connection with the initial public offering of Class A common stock (the
"IPO") of Snowflake Inc. (the "Company"), each of the Company's directors,
executive officers, and holders of substantially all of the Company's
outstanding equity securities entered into a lock-up agreement with the
underwriters for the IPO (the "Underwriters") that restricts the ability to sell
or transfer any shares of the Company's capital stock until the earlier of (a)
March 15, 2021 and (b) the commencement of trading on the second full trading
day following the Company's public release of financial results for the fourth
quarter and full fiscal year ended January 31, 2021 (the period ending on the
earlier of (a) and (b), the "Lock-Up Period"), subject to certain exceptions.
These lock-up agreements provide for early expiration of the Lock-Up Period in
certain circumstances, including that the Lock-Up Period will expire with
respect to 25% of the Vested Holdings (as defined below) held by each Early
Release Holder (as defined below) on the date that is two trading days after the
date that the closing price of the Company's Class A common stock on the New
York Stock Exchange exceeded 133% of $120.00, the initial public offering price
of the Company's Class A common stock in connection with the IPO, for at least
10 trading days in the 15-day trading period immediately following December 14,
2020 (the "Price Condition"). The lock-up agreements further permit the Company,
in its discretion, to extend this release date as reasonably needed for
administrative processing (such ultimate release date, the "Early Release
Date"). "Early Release Holder" means each holder of the Company's securities who
was not previously eligible, pursuant to the lock-up agreements, for early
expiration of the Lock-Up Period on December 15, 2020 and is not (i) a member of
the Company's Board of Directors, (ii) a current employee of the Company, or
(iii) an "affiliate" of the Company within the meaning set forth in Rule 144 as
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended. "Vested Holdings" means the aggregate number of outstanding
vested shares and vested equity awards, including such shares and equity awards
that are held by any trust for the direct or indirect benefit of the Early
Release Holder or of an immediate family member of the Early Release Holder,
measured as of the Early Release Date.
On December 29, 2020, the Price Condition was satisfied, and the Early Release
Date will be January 7, 2021. As a result, the Company estimates that up to
approximately 37.9 million shares of the Company's Class A common stock will
become eligible for sale in the public market at the open of trading on January
7, 2021.
The Lock-Up Period shall continue to apply with respect to all remaining shares
subject to the lock-up agreements entered into with the Underwriters in
connection with the IPO.
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