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FORM 4 OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting Person * 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Spiegel Evan Snap Inc [ SNAP ] __ X __ Director _____ 10% Owner __ X __ Officer (give title below) below) _____ Other (specify Chief Executive Officer (Last) (First) 3. Date of Earliest Transaction (MM/DD/YYYY) (Middle) C/O SNAP INC., 63 MARKET STREET (Street) 3/7/2017 4. If Amendment, Date Original Filed 6. Individual or Joint/Group Filing (Check (MM/DD/YYYY) Applicable Line) VENICE, CA 90291 (City) (State) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Trans. Date Class A Common Stock Class A Common Stock 2A. Deemed 3. Trans. Execution Code Date, if any (Instr. 8) Code S 3/7/2017 4. Securities Acquired (A) 5. Amount of Securities or Disposed of (D) Beneficially Owned (Instr. 3, 4 and 5) Following Reported Transaction(s) (Instr. 3 and 4) (A) or V Amount (D) Price 16000000 85004846 D $17.00 5862410 6. Ownership Form: Direct 7. Nature of Indirect (D) or Indirect (I) (Instr. 4) Beneficial Ownership (Instr. 4) D I By Trust (1) Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivate 2. Conversion 3. Trans. Security or Exercise Date (Instr. 3) Price of Derivative Security 3A. Deemed 4. Trans. Execution Code Date, if any (Instr. 8) Code Series FP Preferred Stock (2) 3/7/2017 C Class C Common Stock (3) 3/7/2017 C 5. Number of Derivative 6. Date Exercisable and Securities Acquired (A) or Expiration Date Disposed of (D) (Instr. 3, 4 and 5) V (A) (D) Date Exercisable 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) Expiration Date (2) (2) 107943924 (3) (3) 107943924 Series FP Preferred Stock $0.00 3/7/2017 A 37447817 (5) (5) Class C Common Stock $0.00 3/7/2017 C 37447817 (5) (5) (4) (4) Class B Common Stock (4) Title Class C Common Stock (3) Class B Common Stock (4) Class C Common Stock (3) Class B Common Stock (4) Class A Common Stock 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Amount or Number of Shares 107943924 $0.00 0 D 107943924 $0.00 107943924 D 37447817 $0.00 0 D 37447817 $0.00 37447817 D 5862410 I 5862410 By Trust Explanation of Responses: ( 1) Shares held by an irrevocable trust over which the reporting person has voting power. ( 2) Upon 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. (1) ( 3) Each 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. ( 4) 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 A Common Stock has no expiration date. ( 5) Represents 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. Reporting Owners Reporting Owner Name / Address Director Spiegel Evan C/O SNAP INC. 63 MARKET STREET VENICE, CA 90291 Signatures /s/ Seth Gottlieb, Attorney-in-fact ** Signature of Reporting Person X Relationships 10% Owner Officer Other Chief Executive Officer 3/9/2017 Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. If the form is filed by more than one reporting person, see Instruction 4(b)(v). * Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). ** Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.