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) 10/12/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | ||||||
| Class A Common Stock(1) | 582,860(2)(3) | D | ||||||||
| Class A Common Stock | 10/12/2021 | S(4) | 4,500 | D | $50.9314(5) | 578,360(6) | D | |||
| Class A Common Stock | 10/12/2021 | S(4) | 3,847 | D | $51.4378(7) | 573,513(8) | D | |||
| 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) | (1) | Class A Common Stock | 66,664 | 66,664(9)(10) | D | ||||||||
| 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. Due to an administrative error, 8,005 shares of Class B Common Stock previously reported on the Reporting Person's Form 4 filed on June 23, 2021 were inadvertently omitted and instead incorrectly reported as unvested RSUs in the Reporting Person's Form 4 filed July 14, 2021 and in subsequent Form 4 filings. These 8,005 shares of Class B Common Stock and the 8,290 shares of Class B Common Stock reported on the Reporting Person's Form 4 filed on September 23, 2021 were automatically converted into 16,295 shares of Class A Common Stock upon their vesting (on June 21, 2021 and September 21, 2021, respectively) pursuant to an irrevocable consent signed by the Reporting Person on September 29, 2019 to automatically convert all shares of Class B Common Stock into shares of Class A Common Stock. However, due to an administrative error, the conversions of these 16,295 shares of Class A Common Stock were not reflected in the Reporting Person's previous filings. |
| 3. These securities consist of 79,670 shares of Class A Common Stock and 503,190 previously reported shares of Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as Restricted Stock Awards (RSAs). |
| 4. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
| 5. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $50.4400 to $51.2750 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. These securities consist of 75,170 shares of Class A Common Stock and 503,190 previously reported shares of Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as RSAs. |
| 7. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $51.3000 to $51.6200 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. |
| 8. These securities consist of 71,323 shares of Class A Common Stock and 503,190 previously reported shares of Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as RSAs. |
| 9. These securities consist of 66,664 previously reported RSUs. Each RSU represents the Reporting Person's right to receive one share of Class B Common Stock, which will be automatically converted into shares of Class A Common Stock upon vesting, pursuant to an irrevocable consent signed by the Reporting Person on September 29, 2019 to automatically convert all shares of Class B Common Stock into shares of Class A Common Stock. |
| 10. Due to an administrative error, 8,005 shares of Class B Common Stock initially reported in the Reporting Person's June 23, 2021 Form 4 was incorrectly reported as unvested RSUs in the Reporting Person's Form 4 filed July 14, 2021 and in subsequent Form 4 filings. This error has been corrected and the number reported here represents the correct number of unvested RSUs held by the Reporting Person. |
| Remarks: |
| The Power of Attorney for Mr. Naveen Gavini is filed as an exhibit to the Form 3 filed by Mr. Gavini with the Securities and Exchange Commission on March 8, 2021, which is hereby incorporated by reference. |
| Monifa Clayton, Attorney-in-Fact | 10/14/2021 | |
| ** 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. | ||