Calculation of Filing Fee Table
Form S-8
(Form Type)
Snowflake Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | | Security Class Title | | Fee Calculation Rule | | Amount to be Registered(1) | | Proposed Maximum Offering Price per Share | | Proposed Maximum Aggregate Offering Price | | Fee Rate | | Amount of Registration Fee(2) |
| Equity | | Class A Common Stock, par value $0.0001 per share | | Other(3) | | 17,150,750(5) | | $135.45(3) | | $2,323,069,088 | | 0.0001102 | | $256,003 |
| Equity | | Class A Common Stock, par value $0.0001 per share | | Other(4) | | 3,233,051(6) | | $115.14(4) | | $372,253,493 | | 0.0001102 | | $41,023 |
| Total Offering Amounts | | | | $2,695,322,581 | | | | $297,026 |
| Total Fee Offsets | | | | | | | | $— |
| Net Fee Due | | | | $2,695,322,581 | | | | $297,026 |
(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of Class A common stock of Snowflake Inc. (the “Registrant”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Class A common stock, as applicable.
(2)The Registrant does not have any fee offsets.
(3)Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on March 28, 2023.
(4)Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on March 28, 2023, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”).
(5)Represents (i) an automatic annual increase equal to 5% of the total number of shares of the Registrant’s Class A common stock outstanding on January 31, 2023, which annual increase is provided by the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) plus (ii) 985,492 shares of the Registrant’s Class A common stock that have become available for issuance under the 2020 Plan as a result of the expiration, cash settlement, forfeiture, repurchase, withholding, or reacquisition of stock options or other stock awards that had been granted under the Registrant’s 2012 Equity Incentive Plan, pursuant to the terms of the 2020 Plan.
(6)Represents an automatic annual increase equal to 1% of the total number of shares of the Registrant’s Class A common stock outstanding on January 31, 2023, which annual increase is provided by the 2020 ESPP.
