Snap Inc
For the period ended Sep 30, 2024. Filed Oct 30, 2024.
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Sep 30, 2024 · Filed Oct 30, 2024
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Item 5. Other Information
Insider Trading Arrangements
During the quarter ended September 30, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of our securities set forth in the table below:
| Type of Trading Arrangement | |||||
|---|---|---|---|---|---|
| Name and Position | Date | Action | Rule 10b5-1* | Expiration Date | Total Shares of Class A Common Stock to be Sold |
| Derek AndersenChief Financial Officer | 8/15/2024 | Adoption (1) | X | 7/14/2026 | (2) |
| Eric YoungSenior Vice President of Engineering | 8/21/2024 | Adoption | X | 11/18/2025 | Up to 550,000 |
| Rebecca MorrowChief Accounting Officer | 9/4/2024 | Termination (3) | X | 6/10/2025 | (4) |
| Rebecca MorrowChief Accounting Officer | 9/4/2024 | Adoption | X | 9/10/2025 | (5) |
| Evan SpiegelCo-Founder, Chief Executive Officer, and Director | 9/10/2024 | Adoption | X | 3/10/2026 | Up to 7,000,000 |
- Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(1)Plan adopted in accordance with Rule 10b5-1(c)(1)(ii)(D)(2).
(2)The plan provides that no sales will occur, other than for tax withholding, if at the time of the planned sales, the fair market value of Mr. Andersen's fully vested holdings is less than a multiple of his base salary on the adoption date equal to the number of years he has served with the company (the “plan’s holding target”). On the adoption date, the plan’s holding target is at least six times his base salary, given his hiring in July 2018, and will increase to seven times and eight times his base salary as of July 2025 and July 2026, respectively. As of the adoption date, it is not yet determinable how many shares of Class A Common Stock will be sold or accumulated through vesting over time, as it depends in part on the trading activity in his current 10b5-1 plan that expires on February 20, 2025, the stock price at various future dates, and the passage of time which will increase the plan’s holding target, among other factors. However, regardless of the number of shares of Mr. Andersen’s holdings that are potentially available for sale, other than for tax withholding, only shares in excess of the plan’s holding target, which increases from $6 million to $8 million over time, may be sold.
(3)Represents the termination of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted on June 6, 2024.
(4)Trading arrangement provided for the sale of a number of shares of Class A common stock held by Ms. Morrow with a value equal to up to $600,000.
(5)Trading arrangement provides for the sale of a number of shares of Class A Common Stock held by Ms. Morrow with a value equal to up to $700,000.
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