Download Snap Inc (Form: 4, Received: 03/09/2017 21:25:20)

FORM 4
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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.
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