SNAPCHAT INC filed this 4 on 12/01/17
Snap Inc (Form: 4, Received: 12/01/2017 21:33:24)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

Spiegel Evan
2. Issuer Name and Ticker or Trading Symbol

Snap Inc [ SNAP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O SNAP INC., 63 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/30/2017
(Street)

VENICE, CA 90291
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   11/30/2017     C    739663   (1) A $0.00   85744509   D    
Class A Common Stock   12/1/2017     S    739663   (1) D $13.6254   (2) 85004846   D    
Class A Common Stock                  5862410   I   By Trust   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Common Stock   $0.00   11/30/2017     C         739663   (4)     (5)   (5) Class B Common Stock   (6) 739663   $0.00   142999112   (7) D    
Class B Common Stock   $0.00   11/30/2017     C      739663   (4)        (6)   (6) Class A Common Stock   739663   $0.00   739663   D    
Class B Common Stock   $0.00   11/30/2017     C         739663   (4)     (6)   (6) Class A Common Stock   739663   $0.00   0   D    
Class B Common Stock     (6)                    (6)   (6) Class A Common   5862410     5862410   I   By Trust   (3)

Explanation of Responses:
(1)  Represents 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.
(2)  The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.56 to $13.8311 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.
(3)  Shares held by an irrevocable trust over which the reporting person has voting power.
(4)  Represents 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.
(5)  Each 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.
(6)  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 and Class B Common Stock do not have expiration dates.
(7)  Consists 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; (ii) 728,022 shares of Class C Common Stock received by the reporting person upon the settlement of the RSUs (after giving effect to the conversion of a portion of such shares to Class A Common Stock as described in footnote 5 & 6); and (iii) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Spiegel Evan
C/O SNAP INC.
63 MARKET STREET
VENICE, CA 90291
X X Chief Executive Officer

Signatures
/s/ Seth Gottlieb, Attorney-in-fact 12/1/2017
** Signature of Reporting Person Date


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* 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).
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