Statement of Changes in Beneficial Ownership (4)
19 5월 2018 - 7:05AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Hunter Jerry James
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2. Issuer Name
and
Ticker or Trading Symbol
Snap Inc
[
SNAP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP, Engineering
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(Last)
(First)
(Middle)
C/O SNAP INC., 63 MARKET STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/16/2018
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(Street)
VENICE, CA 90291
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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5/16/2018
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S
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47312
(1)
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D
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$10.5807
(2)
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1962729
(3)
(4)
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D
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Class A Common Stock
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5/17/2018
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S
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50344
(5)
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D
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$10.7164
(6)
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1912385
(3)
(4)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Represents the sale of shares to cover tax withholding obligations in connection with the settlement and release of restricted stock units ("RSUs") granted by the issuer to the reporting person. Each RSU represents a contingent right to receive one share of issuer's Class A Common Stock.
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(2)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.555 to $10.61 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.
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(3)
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As reported on a Form 3 filed on January 10, 2018, the reporting person was granted 1,757,874 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. This RSU vests at the rate of 97,656 shares on each of January 24, 2018, April 24, 2018, July 24, 2018 and October 24, 2018, 146,486 shares on January 24, 2019, 146,484 shares on each of April 24, 2019, July 24, 2019 and October 24, 2019, 195,314 shares on each of January 24, 2020 and October 24, 2020, and 195,312 shares on each of April 24, 2020 and July 24, 2020.
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(4)
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Includes 349,883 RSUs granted to the reporting person, of which 10% will vest once the reporting person completes 12 months of continuous service from January 15, 2018; 20% will vest in equal quarterly installments during the second 12-month period of the reporting person's continuous service; 30% will vest in equal quarterly installments during the third 12-month period of the reporting person's continuous service; and 40% will vest in equal quarterly installments during the fourth 12-month period of the reporting person's continuous service.
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(5)
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The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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(6)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.58 to $10.86 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hunter Jerry James
C/O SNAP INC.
63 MARKET STREET
VENICE, CA 90291
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Senior VP, Engineering
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Signatures
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/s/ Atul Porwal, Attorney-in-fact
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5/18/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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.
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Snap (NYSE:SNAP)
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Snap (NYSE:SNAP)
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부터 8월(8) 2023 으로 8월(8) 2024