SEC Form 4 · accession 0001209191-17-019738
Snap Inc · SNAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert C. Murphy
Officer — Chief Technology Officer · Director
Period of report
Mar 7, 2017
Accepted (ET)
Mar 9, 2017 · 9:21 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 | Mar 7, 2017 | S | 16,000,000 | $17.00 | D | 91,302,075 | D | |
| Class A Common StockF1 | holding | — | — | — | 5,862,410 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series FP Preferred StockF2 | — | Mar 7, 2017 | C | 107,943,924 | D | — | — | Class C Common Stock | 107,943,924 | 0 | D |
| Class C Common StockF3 | — | Mar 7, 2017 | C | 107,943,924 | A | — | — | Class B Common Stock | 107,943,924 | 107,943,924 | D |
| Class B Common StockF1,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 5,862,410 | 5,862,410 | I |
Explanation of responses
- F1Shares held by an irrevocable trust over which the reporting person has voting power.
- 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, each share of Series FP Preferred Stock converted automatically into one share of Class C Common Stock.
- F3Each share of Class C Common Stock is convertible at any time into one share of Class B Common Stock at the option of the reporting person or upon the transfer of such share of Class C Common Stock, other than a Permitted Transfer (as defined in the Issuer's certificate of incorporation then in effect). Each 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.
- 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.