SEC Form 4 · accession 0001209191-17-060782
Snap Inc · SNAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Evan Spiegel
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Nov 9, 2017
Accepted (ET)
Nov 14, 2017 · 9:30 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 StockF1 | Nov 9, 2017 | C | 1,652,966 | $0.00 | A | 86,657,812 | D | |
| Class A Common StockF1,F2 | Nov 9, 2017 | S | 1,652,966 | $12.4183 | D | 85,004,846 | D | |
| Class A Common StockF3 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C Common StockF4,F7,F5,F6 | $0.00 | Nov 9, 2017 | C | 1,652,966 | D | — | — | Class B Common Stock | 1,652,966 | 143,738,775 | D |
| Class B Common StockF4,F6 | $0.00 | Nov 9, 2017 | C | 1,652,966 | A | — | — | Class A Common Stock | 1,652,966 | 1,652,966 | D |
| Class B Common StockF4,F6 | $0.00 | Nov 9, 2017 | C | 1,652,966 | D | — | — | Class A Common Stock | 1,652,966 | 0 | D |
| Class B Common StockF3,F6 | — | holding | — | — | — | — | — | Class A Common | 5,862,410 | 5,862,410 | I |
Explanation of responses
- F1Represents the sale of shares to cover tax withholding obligations in connection with the settlement and release of fully-vested restricted stock units ("RSUs") granted by the issuer to the reporting person pursuant to a previously filed Restricted Stock Unit Award Agreement between the issuer and the reporting person (the "RSU Award Agreement") and reported on a Form 4 filed March 9, 2017. This sale is permitted by the reporting person under a previously filed RSU Award Agreement, which requires the satisfaction of tax withholding obligations by the reporting person.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.26 to $12.74 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3Shares held by an irrevocable trust over which the reporting person has voting power.
- F4Represents shares of Class C Common Stock converted into shares of Class B Common Stock, which shares were subsequently converted into shares of Class A Common Stock, each at the option of the reporting person in connection with the sale of such shares to cover tax withholding obligations in connection with the settlement and release of the RSUs.
- F5Each share of Class C Common Stock is convertible 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). The Class C Common Stock has no expiration date.
- F6Each 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 and Class B Common Stock do not have expiration dates.
- F7Consists of (i) 107,943,924 shares of Class C Common Stock held by the reporting person prior to the settlement of the RSUs and previously reported on a Form 4 filed on March 9, 2017; and (ii) 35,794,851 shares of Class C Common Stock issuable upon settlement of fully-vested RSUs granted by the Issuer to the reporting person on March 7, 2017, which shares will be delivered to the reporting person quarterly over the 3 years beginning in the third quarter following March 7, 2017.