Pinterest Form 4 / Benjamin Silbermann 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^*

Silbermann Benjamin

(Last)

(First)

(Middle)

C/O PINTEREST, INC.

505 BRANNAN STREET

(Street)

SAN FRANCISCO

94107

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman, President, CEO, Co-F

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2020

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

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

X	Form filed by One Reporting Person
	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)
Class A Common Stock⁽¹⁾	03/03/2020		C⁽²⁾		66,500	A	$0	66,500	D
Class A Common Stock⁽¹⁾	03/03/2020		S⁽³⁾		66,500	D	$19.6374⁽⁴⁾	0	D
Class A Common Stock	03/04/2020		C⁽²⁾		66,500	A	$0	66,500	D
Class A Common Stock	03/04/2020		S⁽³⁾		66,500	D	$19.5393⁽⁵⁾	0	D
Class A Common Stock	03/05/2020		C⁽²⁾		37,760	A	$0	37,760	D
Class A Common Stock	03/05/2020		S⁽³⁾		37,760	D	$19.2087⁽⁶⁾	0	D

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)
Stock Option	$1.878	03/03/2020		M			66,500	⁽⁷⁾	04/24/2023	Class B common stock	66,500	$0	9,535,335	D
Class B common stock	⁽¹⁾	03/03/2020		M		66,500		⁽¹⁾	⁽¹⁾	Class A Common Stock	66,500	$1.878	2,615,313⁽⁸⁾	D
Class B common stock	⁽¹⁾	03/03/2020		C⁽²⁾			66,500	⁽¹⁾	⁽¹⁾	Class A Common Stock	66,500	$0	2,548,813⁽⁹⁾	D
Stock Option	$1.878	03/04/2020		M			66,500	⁽⁷⁾	04/24/2023	Class B common stock	66,500	$0	9,468,835	D
Class B common stock	⁽¹⁾	03/04/2020		M		66,500		⁽¹⁾	⁽¹⁾	Class A Common Stock	66,500	$1.878	2,615,313⁽⁸⁾	D
Class B common stock	⁽¹⁾	03/04/2020		C⁽²⁾			66,500	⁽¹⁾	⁽¹⁾	Class A Common Stock	66,500	$0	2,548,813⁽⁹⁾	D
Stock Option	$1.878	03/05/2020		M			37,760	⁽⁷⁾	04/24/2023	Class B common stock	37,760	$0	9,431,075	D
Class B common stock	⁽¹⁾	03/05/2020		M		37,760		⁽¹⁾	⁽¹⁾	Class A Common Stock	37,760	$1.878	2,586,573⁽⁸⁾	D
Class B common stock	⁽¹⁾	03/05/2020		C⁽²⁾			37,760	⁽¹⁾	⁽¹⁾	Class A Common Stock	37,760	$0	2,548,813⁽⁹⁾	D
Class B common stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	40,133,288		40,133,288	I	Benjamin and Divya Silbermann Family Trust
Class B common stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	9,960,030		9,960,030	I	SFTC, LLC⁽¹⁰⁾

Explanation of Responses:

1. Each share of Class B common stock, par value $0.00001 (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 (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. Represents the conversion of 66,500 shares of Class B Common Stock into 66,500 shares of Class A Common Stock pursuant to a conversion election made by the Reporting Person to convert shares in connection with sales to be effected pursuant to a Rule 10b5-1 trading plan.

3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

4. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $19.2450 to $20.1650 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company 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.

5. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $19.1950 to $19.8100 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company 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.

6. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $19.0000 to $19.5650 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company 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.

7. All stock options are fully vested and exercisable.

8. These securities consist of 631,979 shares of Class B Common Stock and 1,983,334 previously reported restricted stock units RSUs. Each RSU represents the Reporting Person's right to receive one share of Class B Common Stock, subject to vesting.

9. These securities consist of 565,479 shares of Class B Common Stock and 1,983,334 previously reported RSUs.

10. Mr. Silbermann disclaims beneficial ownership of the shares held by SFTC, LLC, a Delaware limited liability company owned by The Silbermann 2012 Irrevocable Trust. This report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of certain of his immediate family members' interests in The Silbermann 2012 Irrevocable Trust.

Remarks:

The Power of Attorney for Mr. Benjamin Silbermann is filed as an exhibit to the Form 3/A filed by Mr. Silbermann with the Securities and Exchange Commission on April 18, 2019, which is hereby incorporated by reference.

	Monifa Clayton, Attorney-in-Fact	03/05/2020
	** 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.
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Pinterest (PINS) Form 4PINTEREST / Benjamin Silbermann ownership change