Andreessen Horowitz Fund II-A Form 4 Pinterest / Equity Partners II, L.L.C. AH ownership change

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^*

Andreessen Horowitz Fund II, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pinterest, Inc. [ PINS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		30,121,900	A	⁽¹⁾⁽²⁾	30,121,900	I	By Andreessen Horowitz Fund II, L.P.⁽³⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		2,537,150	A	⁽¹⁾⁽²⁾	2,537,150	I	By AH Parallel Fund, L.P.⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		2,189,732	A	⁽¹⁾⁽²⁾	32,311,632	I	By Andreessen Horowitz Fund II, L.P.⁽³⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		218,957	A	⁽¹⁾⁽²⁾	2,756,107	I	By AH Parallel Fund, L.P.⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		3,417,216	A	⁽¹⁾⁽²⁾	3,417,216	I	By Andreessen Horowitz Fund III, L.P.⁽⁵⁾⁽⁶⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		2,727,297	A	⁽¹⁾⁽²⁾	2,727,297	I	By AH Parallel Fund III, L.P.⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		318,946	A	⁽¹⁾⁽²⁾	3,736,162	I	By Andreessen Horowitz Fund III, L.P.⁽⁵⁾⁽⁶⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		254,551	A	⁽¹⁾⁽²⁾	2,981,848	I	By AH Parallel Fund III, L.P.⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		27,285	A	⁽¹⁾⁽²⁾	3,763,447	I	By Andreessen Horowitz Fund III, L.P.⁽⁵⁾⁽⁶⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		21,776	A	⁽¹⁾⁽²⁾	3,003,624	I	By AH Parallel Fund III, L.P.⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		C		1,704,021	A	⁽¹⁾⁽²⁾	1,704,021	I	By PinAH, L.P.⁽⁹⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		J		32,311,632	D	⁽¹⁾⁽²⁾	0	I	See Footnote⁽³⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		J		2,756,107	D	⁽¹⁾⁽²⁾	0	I	See Footnote⁽⁴⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		J		3,763,447	D	⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		J		3,003,624	D	⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁷⁾⁽⁸⁾
Common Stock⁽¹⁾⁽²⁾	04/23/2019		J		1,704,021	D	⁽¹⁾⁽²⁾	0	I	See Footnote⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			30,121,900⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	30,121,900	⁽¹⁾⁽²⁾	0	I	By Andreessen Horowitz Fund II, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			2,537,150⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	2,537,150	⁽¹⁾⁽²⁾	0	I	By AH Parallel Fund, L.P.⁽⁴⁾
Series C Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			2,189,732⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	2,189,732	⁽¹⁾⁽²⁾	0	I	By Andreessen Horowitz Fund II, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			218,957⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	218,957	⁽¹⁾⁽²⁾	0	I	By AH Parallel Fund, L.P.⁽⁴⁾
Series D Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			3,417,216⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	3,417,216	⁽¹⁾⁽²⁾	0	I	By Andreessen Horowitz Fund III, L.P.⁽⁵⁾⁽⁶⁾
Series D Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			2,727,297⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	2,727,297	⁽¹⁾⁽²⁾	0	I	By AH Parallel Fund III, L.P.⁽⁷⁾⁽⁸⁾
Series E Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			318,946⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	318,946	⁽¹⁾⁽²⁾	0	I	By Andreessen Horowitz Fund III, L.P.⁽⁵⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			254,551⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	254,551	⁽¹⁾⁽²⁾	0	I	By AH Parallel Fund III, L.P.⁽⁷⁾⁽⁸⁾
Series F Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			27,285⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	27,285	⁽¹⁾⁽²⁾	0	I	By Andreessen Horowitz Fund III, L.P.⁽⁵⁾⁽⁶⁾
Series F Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			21,776⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	21,776	⁽¹⁾⁽²⁾	0	I	By AH Parallel Fund III, L.P.⁽⁷⁾⁽⁸⁾
Series G Preferred Stock	⁽¹⁾⁽²⁾	04/23/2019		C			1,704,021⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	1,704,021	⁽¹⁾⁽²⁾	0	I	By PinAH, L.P.⁽⁹⁾
Class B Common Stock⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	04/23/2019		J		32,311,632⁽³⁾		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	32,311,632	⁽¹⁾⁽²⁾	32,311,632	I	See Footnote⁽³⁾
Class B Common Stock⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	04/23/2019		J		2,756,107⁽⁴⁾		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	2,756,107	⁽¹⁾⁽²⁾	2,756,107	I	See Footnote⁽⁴⁾
Class B Common Stock⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	04/23/2019		J		3,763,447⁽⁵⁾⁽⁶⁾		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	3,763,447	⁽¹⁾⁽²⁾	3,763,447	I	See Footnotes⁽⁵⁾⁽⁶⁾
Class B Common Stock⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	04/23/2019		J		3,003,624⁽⁷⁾⁽⁸⁾		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	3,003,624	⁽¹⁾⁽²⁾	3,003,624	I	See Footnotes⁽⁷⁾⁽⁸⁾
Class B Common Stock⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	04/23/2019		J		1,704,021⁽⁹⁾		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	1,704,021	⁽¹⁾⁽²⁾	1,704,021	I	See Footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund II, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund II-A, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund II-B, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III-A, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III-B, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreessen Horowitz Fund III-Q, L.P.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Equity Partners II, L.L.C.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AH Equity Partners III, L.L.C.

(Last)

(First)

(Middle)

2865 SAND HILL ROAD

SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. On April 23, 2019 prior to the closing of the initial public offering (the "IPO") by Pinterest, Inc. (the "Company"), each share of preferred stock automatically converted into one share of common stock of the company pursuant to the Sixteenth Amended and Restated Certificate of Incorporation of the Company. Immediately thereafter, but still prior to the closing of the Company's IPO, 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").

2. (Continued from Footnote 1) 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. 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.

3. The reported securities are held by Andreessen Horowitz Fund II, L.P., for itself and as nominee for Andreessen Horowitz Fund II-A, L.P. and Andreessen Horowitz Fund II-B, L.P. (collectively, the "AH Fund II Entities"). AH Equity Partners II, L.L.C. ("AH EP II") is the general partner of the AH Fund II Entities and has sole voting and dispositive power with regard to the securities held by the AH II Fund Entities. The managing members of AH EP II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund II Entities. Such persons and entities disclaim beneficial ownership of the securities held by the AH Fund II Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Fund II Entities.

4. The reported securities are held by AH Parallel Fund, L.P. ("AH Parallel Fund"). AH EP II is the general partner of AH Parallel Fund and has sole voting and dispositive power with regard to the securities held by AH Parallel Fund. The managing members of AH EP II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by AH Parallel Fund. Such persons and entities disclaim beneficial ownership of the securities held by AH Parallel Fund and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in AH Parallel Fund.

5. The reported securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III") is the general partner of the AH Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH III Fund Entities. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund III Entities.

6. (Continued from Footnote 5) Such persons and entities disclaim beneficial ownership of the securities held by the AH Fund III Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Fund III Entities.

7. The reported securities are held by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P., and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel") is the general partner of the AH Parallel Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel Fund III Entities. The managing members of AH EP III Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities.

8. (Continued from Footnote 7) Such persons and entities disclaim beneficial ownership of the securities held by the AH Parallel Fund III Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Parallel Fund III Entities.

9. The reported securities are held by PinAH, L.P. ("PinAH"). AH Equity Partners IV, L.L.C. ("AH EP IV") is the general partner of PinAH and has sole voting and dispositive power with regard to the securities held by PinAH. The managing members of AH EP IV are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by PinAH. Such persons and entities disclaim beneficial ownership of the securities held by PinAH and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in PinAH.

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	04/25/2019
	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	04/25/2019
	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	04/25/2019
	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	04/25/2019
	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	04/25/2019
	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	04/25/2019
	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	04/25/2019
	AH Equity Partners II, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	04/25/2019
	AH Equity Partners III, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer	04/25/2019
	** Signature of Reporting Person	Date
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Andreessen Horowitz Fund II-A Form 4Pinterest / Equity Partners II, L.L.C. AH ownership change