SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Pinterest, Inc. [ PINS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/23/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 04/25/2019 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Common Stock(1) | 04/23/2019 | J | 57(2) | D | (1) | 0 | I | By LAMA Community Trust(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 B Common Stock(1) | (1) | 04/23/2019 | J | 57(2) | (1) | (1) | Class A Common Stock | 57 | (1) | 57 | I | By LAMA Community Trust(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On April 23, 2019 prior to the closing of the initial public offering (the "IPO") by Pinterest, Inc. (the "Company"), the Company filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Company ("Class B Common Stock"). As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Company's Class A common stock, par value $0.00001, of the Company ("Class A Common Stock"). Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer |
| 2. Due to a clerical error, these shares were inadvertently omitted from the Form 4 filed on April 25, 2019. This amendment is being filed to include such shares. All other information set forth in the April 25, 2019 Form 4 remains correct. |
| 3. The reported securities are held by the LAMA Community Trust, of which Marc Andreessen and his spouse are trustees. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| This report is one of two reports, each on a separate Form 4, but relating to the same transactions being reported by entities affiliated with AH Capital Management and their associated managing members. |
| Andreessen Horowitz Fund II, L.P., By: AH Equity Partners II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| Andreessen Horowitz Fund II-A, L.P., By: AH Equity Partners II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| Andreessen Horowitz Fund II-B, L.P., By: AH Equity Partners II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| AH Parallel Fund, L.P., By: AH Equity Partners II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| Andreessen Horowitz Fund III, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| Andreessen Horowitz Fund III-A, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| Andreessen Horowitz Fund III-B, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| Andreessen Horowitz Fund III-Q, L.P., By: AH Equity Partners III, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| AH Equity Partners II, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| AH Equity Partners III, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer | 10/16/2019 | |
| ** Signature of Reporting Person | Date | |
| 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 Number. | ||