CALCULATION OF REGISTRATION FEE
Form S-8
Pinterest, Inc.
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount
to be
Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Class A Common Stock, $0.00001 par value per share, reserved for issuance pursuant to the Registrant’s 2019 Omnibus Incentive Plan | 457(c) and 457(h) | 32,843,611 (2) | $28.47(3) | $935,057,605 | .0000927 | $86,680 |
| Total Offering Amounts | $935,057,605 | | $86,680 |
| Total Fee Offsets | | | N/A |
| Net Fee Due | | | $86,680 |
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock, $0.00001 par value per share (“Class A Common Stock”) that become issuable under the Registrant’s 2019 Omnibus Incentive Plan (the “2019 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Class A Common Stock.
(2) Reflects an automatic increase to the number of shares of Class A Common Stock reserved for issuance pursuant to future awards under the 2019 Plan. Such increase automatically occurred on January 1, 2022 pursuant to the terms of the 2019 Plan.
(3) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act based on the average of the high and low sales prices per share of the Class A Common Stock as reported on the New York Stock Exchange on January 31, 2022.
