SEC Form 4 · accession 0001209191-18-011088
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
Feb 14, 2018
Accepted (ET)
Feb 16, 2018 · 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,F2 | Feb 14, 2018 | S | 2,675,600 | $18.7175 | D | 82,329,246 | D | |
| Class A Common StockF1 | Feb 14, 2018 | S | 75 | $19.59 | D | 82,329,171 | 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 StockF6,F4,F5 | — | holding | — | — | — | — | — | Class B Common Stock | 142,999,112 | 142,999,112 | D |
| Class B Common StockF3,F5 | — | holding | — | — | — | — | — | Class A Common | 5,862,410 | 5,862,410 | I |
Explanation of responses
- F1The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted 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 $18.21 to $18.91 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.
- F4Each 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.
- F5Each 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.
- F6Consists of (i) 108,671,946 shares of Class C Common Stock held by the reporting person and (ii) 34,327,166 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.