Item 2.02 Results of Operations and Financial Condition.

On March 3, 2021, Snowflake Inc. (the "Company") issued a press release announcing its financial results for the fiscal fourth quarter and full year ended January 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



The information contained in this Item 2.02 and Item 9.01 in this Current Report
on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing made by
the Company under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filings, unless
expressly incorporated by specific reference in such filing.

Item 3.03 Material Modification to Rights of Security Holders.



At 5:00 p.m. Eastern Time on March 1, 2021, all outstanding shares of the
Company's Class B common stock, par value $0.0001 per share, automatically
converted into the same number of shares of Class A common stock, par value
$0.0001 per share, pursuant to the terms of the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation"). No additional
shares of Class B common stock will be issued following such conversion.

The conversion occurred pursuant to Article IV, Section D.7(a) of the
Certificate of Incorporation, which provides, among other things, that each one
share of Class B common stock would convert automatically, without any further
action, into one share of Class A common stock at 5:00 p.m. New York City time
on the date specified (the "Conversion Date") by the holders of a majority of
the outstanding shares of Class B common stock, acting as a single class (the
"Class B Majority"). The Class B Majority specified the Conversion Date as March
1, 2021. The Company's Class A common stock continued and will continue to trade
on The New York Stock Exchange under the ticker symbol "SNOW" following the
conversion and did and will maintain the same CUSIP number previously assigned
to the Class A common stock.

In addition, in accordance with Article IV, Section D.9 of the Certificate of
Incorporation, and as required by Section 243 of the Delaware General
Corporation Law (the "DGCL"), on March 3, 2021 the Company filed a certificate
with the Secretary of State of the State of Delaware effecting the retirement of
the shares of Class B common stock that were issued but no longer outstanding
following the conversion (the "Certificate of Retirement"). Pursuant to Section
243 of the DGCL, the filing of the Certificate of Retirement had the effect of
amending the Certificate of Incorporation such that, upon the effectiveness of
the Certificate of Retirement, the Company's total number of authorized shares
of capital stock has been reduced by the number of retired shares of Class B
Common Stock.

The conversion had the following effects, among others, on the holders of shares of Class B common stock:



Voting Power. Prior to the conversion, holders of shares of Class B common stock
were entitled to cast ten votes per share on any matter submitted to a vote of
the Company's stockholders. As a result of the conversion, all former holders of
shares of Class B common stock are now holders of shares of Class A common
stock, which is entitled to only one vote per share on all matters subject to a
stockholder vote. In addition, the provisions of the Certificate of
Incorporation and Delaware law that entitled the holders of shares of Class A
and Class B common stock, in certain circumstances, to separate class voting
rights are no longer applicable as a result of the conversion.

Economic Interests. Because holders of shares of Class A common stock are entitled to the same economic interests to which former holders of shares of Class B common stock were entitled before the

--------------------------------------------------------------------------------

conversion, including with regard to dividends, liquidation rights, and treatment in connection with a change of control or merger transaction, the conversion had no impact on the economic interests of former holders of shares of Class B common stock.

Capitalization. The conversion had no impact on the total number of the Company's outstanding shares of capital stock, as the shares of Class B common stock converted into an equivalent number of shares of Class A common stock.



Equity Incentive Plans. Upon the effectiveness of the conversion, outstanding
options and restricted stock units that were previously denominated in shares of
Class B common stock and issued under the Company's 2012 Equity Incentive Plan
remained unchanged, except that they now represent the right to receive shares
of Class A common stock.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 3.03, on March 3, 2021, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware to retire the shares of Class B common stock that were issued but no longer outstanding following the conversion.



The foregoing description of the Certificate of Retirement is a summary only and
is qualified in its entirety by reference to the full text of (a) the
Certificate of Retirement, a copy of which is attached as Exhibit 3.1 hereto,
and (b) the Certificate of Incorporation, a copy of which is incorporated by
reference herein as Exhibit 3.2 hereto, and both of which are incorporated by
reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

                                                                                                   Incorporated by Reference
  Exhibit No.         Description                                    Form                   File No.                     Exhibit                Filing Date
      3.1               Certificate of Retirement.
                        Amended and Restated Certificate
      3.2             of Incorporation of Snowflake Inc.              8-K                  001-395504                      3.1                   9/18/2020
                        Press release issued by Snowflake
                      Inc. dated     March 3    ,
     99.1             2021    .

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses