SC 13G/A
1
alt13g2023snowunder5.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
Snowflake Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
833445109
(CUSIP Number)
Altimeter Capital Management, LP, One International
Place, Suite 4610, Boston, MA 02110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 2023
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
?
Rule 13d-1(b)
X
Rule 13d-1(c)
?
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment
containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shal
l not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however
, see the Notes).
CUSIP No. 833445109
13G
Page 2 of 6 Pages
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brad Gerstner
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ?
(b) ?
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
3,078,554
6.
SHARED VOTING POWER
12,424,944
7.
SOLE DISPOSITIVE POWER
3,078,554
8.
SHARED DISPOSITIVE POWER
12,424,944
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
15,503,498
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.71%
12.
TYPE OF REPORTING PERSON (see instructions)
IN
CUSIP No. 833445109
13G
Page 3 of 6 Pages
Item 1.
(a)
Name of Issuer
Snowflake Inc. (the "Issuer")
(b)
Address of Issuer's Principal Executive Offices
450 Concar Drive, San Mateo, CA 94402
Item 2.
(a)
Name of Person Filing
This Amendment No. 5 to the Schedule 13G (this "Amendment") is being
filed on behalf of Brad Gerstner,
who is referred to as the "Reporting Person." Mr. Gerstner is the sole
managing principal of the General
Partner (Altimeter Capital Management General Partner, LLC) and the
Investment Manager (Altimeter Capital
Management, LP). The General Partner is the sole general partner of the
Investment Manager, which is the
investment manager of the private investment vehicles (the "Fund").
This Amendment modifies the amended
Schedule 13G filed with the Securities and Exchange Commission on
February 14, 2023.
(b)
Address of the Principal Office or, if none, residence
The principal business office of the Reporting Persons with respect to
the shares reported hereunder is One
International Place, Suite 4610, Boston, MA 02110.
(c)
Citizenship
Mr. Gerstner is a United States citizen.
(d)
Title of Class of Securities
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP Number
833445109
Item 3. If this statement is filed pursuant to
240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person
filing is a:
Not applicable.
(a)
?
Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b)
?
Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c)
?
Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d)
?
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
CUSIP No. 833445109
13G
Page 4 of 6 Pages
(e)
?
An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f)
?
An employee benefit plan or endowment fund in
accordance
with
240.13d-1(b)(1)(ii)(F);
(g)
?
A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h)
?
A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
?
A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
?
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The beneficial ownership of the Reporting Person of shares
of Common Stock ("Common Stock") as of December
29, 2023 is as follows: (i) each of the General Partner
(as the general partner of the Investment Manager) and the
Investment Manager (as the investment manager of the
Fund) beneficially owns 12,424,944 shares of Common
Stock, representing approximately 4.71% of such class
of security; and (iv) Mr. Gerstner (as the sole managing
principal of the General Partner, the Investment Manager
and the Fund General Partner and direct ownership)
beneficially owns 15,503,498 shares of Common
Stock representing 4.71% of such class security. All
ownership
percentages of the securities reported herein are based
upon a total of 329,300,000 shares of Common Stock
shares
outstanding as of January 5, 2024.
Some of the shares reported herein for the General Partner,
the Investment Manager and Mr. Gerstner represent
shares of Class A Common Stock beneficially owned and
held of record by the Fund and several private funds
(collectively, the "Altimeter Entities") for which the
Investment Manager serves as the investment manager.
The General Partner serves as the sole general partner
of the Investment Manager. Shares reported herein for
Mr. Gerstner represent shares of Class A Common Stock
either beneficially owned and held of record by the
Altimeter Entities or held directly. Mr. Gerstner is the
sole managing principal of the General Partner, the
Investment Manager and the Fund General Partner.
Shares reported herein for the Fund General Partner
represent shares of Class A
Common Stock either beneficially owned and held
of record by the Fund or held directly.
For the total amount of shares reported herein,
15,503,498 of such shares represents shares of
Class A Common
Stock beneficially owned and held of record by
one of the Altimeter Entities.
Provide the following information regarding the
aggregate number and percentage of the class of
securities of the
issuer identified in Item 1.
CUSIP No. 833445109
13G
Page 5 of 6 Pages
(a)
Amount beneficially owned:
Brad Gerstner - 15,503,498 shares
(b)
Percent of class:
Brad Gerstner - 4.71%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
Brad Gerstner - 3,078,554 shares
(ii)
Shared power to vote or to direct the vote
Brad Gerstner - 15,503,498 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the
date hereof the reporting person, Mr. Brad Gerstner,
has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on
By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
CUSIP No. 833445109
13G
Page 6 of 6 Pages
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were not
acquired and are not held for the purpose of or
with the effect of changing or influencing the
control of the issuer of
the securities and were not acquired and are not
held in connection with or as a participant in any
transaction having
that purpose or effect.
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the
information set forth in
this statement is true, complete and correct.
February 14, 2024
BRAD GERSTNER
By: /s/ Brad Gerstner
Brad Gerstner, individually
