SEC Form 4 · accession 0001209191-17-019739

Snap Inc · SNAP

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

Reporting owner

Evan Spiegel

Officer — Chief Executive Officer · Director

Period of report

Mar 7, 2017

Accepted (ET)

Mar 9, 2017 · 9:24 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	85,004,846	D
Class A Common Stock^F1	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 Stock^F2,F3	—	Mar 7, 2017	C	107,943,924	D	—	—	Class C Common Stock	107,943,924	0	D
Class C Common Stock^F3,F4	—	Mar 7, 2017	C	107,943,924	A	—	—	Class B Common Stock	107,943,924	107,943,924	D
Series FP Preferred Stock^F5,F3	$0.00	Mar 7, 2017	A	37,447,817	A	—	—	Class C Common Stock	37,447,817	0	D
Class C Common Stock^F5,F4	$0.00	Mar 7, 2017	C	37,447,817	A	—	—	Class B Common Stock	37,447,817	37,447,817	D
Class B Common Stock^F1,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 (the "IPO"), 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 A Common Stock has no expiration date.
F5Represents shares of Class C Common Stock issuable upon settlement of fully-vested restricted stock units ("RSUs") granted by the Issuer to the reporting person on the closing of the IPO. The RSUs were initially for 37,447,817 shares of Series FP preferred stock and immediately converted into RSUs covering an equivalent number of shares of Class C Common Stock on the closing of the IPO. The shares of Class C Common Stock will be delivered to the reporting person quarterly over the next 3 years beginning in the third quarter following the IPO.