SEC Form 4 · accession 0001209191-17-019737

Snap Inc · SNAP

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

Reporting owner

Michael Lynton

Director

Period of report

Mar 7, 2017

Accepted (ET)

Mar 9, 2017 · 9:20 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^F4	Mar 7, 2017	S	102,670	$17.00	D	190,670	I	By entity
Class A Common Stock^F1	holding	—	—		—	27,550	I	By Alter Grandchildren Trust
Class A Common Stock^F2	holding	—	—		—	1,060,560	I	By Lynton Asset LP
Class A Common Stock^F3	holding	—	—		—	128,370	I	By Lynton Foundation

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,F5	—	Mar 7, 2017	C	27,550	D	—	—	Class B Common Stock	27,550	0	I
Series A Preferred Stock^F2,F5	—	Mar 7, 2017	C	1,188,930	D	—	—	Class B Common Stock	1,188,930	0	I
Series C Preferred Stock^F4,F6	—	Mar 7, 2017	C	293,340	D	—	—	Class B Common Stock	293,340	0	I
Class B Common Stock^F1,F2,F4,F7	—	Mar 7, 2017	C	1,509,820	A	—	—	Class A Common Stock	1,509,820	1,509,820	I

Explanation of responses

F1The reporting person is trustee of the Alter Grandchildren Trust. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
F2The reporting person is trustee of the Lynton Asset LP. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
F3The reporting person is trustee of the Lynton Foundation. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
F4The reporting person has voting and dispositive power over the shares held by the entity. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
F5Upon 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.
F6Upon closing of the IPO, each share of Series C Preferred Stock converted automatically into one share of Class B Common Stock.
F7Each 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.