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 *

O'Sullivan Michael J.
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel
(Last)          (First)          (Middle)

C/O SNAP INC., 3000 31ST STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/16/2023
(Street)

SANTA MONICA, CA 90405
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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 5/16/2023  S  60793 (1)D$8.5133 (2)1170155 D  
Class A Common Stock 5/16/2023  J  52187 (3)D$0.00 1117968 D  
Class A Common Stock 5/16/2023  J  52187 A$0.00 517517 I By Trust (4)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents the sale of shares to cover tax withholding obligations in connection with the settlement and release of restricted stock awards ("RSAs") granted by the Issuer to the reporting person. Each RSA represents a contingent right to receive one share of Issuer's Class A Common Stock.
(2) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.40 to $8.64 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) Stock transfer by the reporting person to an entity or entities in which the reporting person retains investment power over such shares.
(4) Includes 160 shares held by certain immediate family members of the reporting person for which the reporting person disclaims beneficial ownership except as to the reporting person's indirect pecuniary interest therein, if any. The remaining shares are held by an entity or entities in which the reporting person retains investment power over such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
O'Sullivan Michael J.
C/O SNAP INC.
3000 31ST STREET
SANTA MONICA, CA 90405


General Counsel

Signatures
/s/ Atul Porwal, Attorney-in-fact5/18/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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