SEC Form 4 · accession 0001209191-17-019736

Snap Inc · SNAP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mitchell Lasky

Director

Period of report

Mar 7, 2017

Accepted (ET)

Mar 9, 2017 · 9:18 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001564408

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Mar 7, 2017	S	20,000,000	$17.00	D	45,799,720	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F1,F2	—	Mar 7, 2017	C	59,947,720	D	—	—	Class B Common Stock	59,947,720	0	I
Series B Preferred Stock^F1,F3	—	Mar 7, 2017	C	5,852,000	D	—	—	Class B Common Stock	5,852,000	0	I
Class B Common Stock^F1,F4	—	Mar 7, 2017	C	65,799,720	A	—	—	Class A Common Stock	65,799,720	65,799,720	I

Explanation of responses

F1Shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for BCP VII, Benchmark Founders' Fund VII, L.P. ("BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mr. Lasky, and Steven M. Spurlock, the managing members of BCMC VII, may be deemed to have shared power to vote these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).
F2Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-215866) under the Securities Act of 1933, as amended (the "IPO"), each share of Series A Preferred Stock converted automatically into one share of Class B Common Stock.
F3Upon the closing of the IPO, each share of Series B Preferred Stock converted automatically into one share of Class B Common Stock.
F4Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the reporting person or upon the transfer of such share of Class B Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). The Class B Common Stock has no expiration date.