Pinterest (PINS) Form 4 PINTEREST / Jeremy S. Levine 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^*

Levine Jeremy S.

(Last) (First) (Middle)

C/O PINTEREST, INC.

651 BRANNAN STREET

(Street)

SAN FRANCISCO CA 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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2023

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/26/2023		A		10,730(1)	A	$0	1,200,954(2)(3)(4)(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These securities consist of 10,730 Restricted Stock Units (RSUs) that were granted on May 26, 2023. Each RSU represents the Reporting Person's right to receive one share of Class A common stock, par value $0.00001 (Class A Common Stock), subject to vesting. The RSUs will vest in full on the earlier of (i) May 26, 2024, or (ii) the date immediately prior to the Company's next regular annual shareholders meeting, in either case, subject to the Reporting Person's continued service as a non-employee director of the Company through such date.

2. Includes 152,609 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from the BVP Entities), on August 10, 2021, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

3. The Reporting Person has agreed to assign to Deer Management Co. LLC the right to any shares issuable pursuant to the RSUs or any proceeds from the sale thereof.

4. These securities consist of 1,190,224 shares of Class A common stock, par value $0.00001 (Class A Common Stock) and 10,730 Restricted Stock Unit (RSUs). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting.

5. The Reporting Person has agreed to assign a portion of his shares of Class A common stock to Deer Management Co. LLC

Remarks:

The Power of Attorney for Mr. Jeremy S. Levine is filed as an exhibit to the Form 3 filed by Mr. Levine with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference.

	Monifa Clayton, Attorney-in-Fact	05/31/2023
	** 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).
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