Pinterest (PINS) Form 4 PINTEREST / Evan Sharp 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^*

Sharp Evan

(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)
11/15/2023

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	11/15/2023		C(1)		45,548	A	$0	45,548	I	Sharp Family Investments LLC Fund 2 (200903031-T2)(2)
Class A Common Stock	11/15/2023		S(3)		45,548	D	$31.8794(4)	0	I	Sharp Family Investments LLC Fund 2 (200903031-T2)(2)
Class A Common Stock	11/15/2023		C(5)		12,837	A	$0	12,837	I	Sharp Family Investments LLC Fund 3 (200903031-T3)(6)
Class A Common Stock	11/15/2023		S(3)		12,837	D	$31.8827(4)	0	I	Sharp Family Investments LLC Fund 3 (200903031-T3)(6)
Class A Common Stock	11/15/2023		C(7)		59,316	A	$0	59,316	I	The Sharp Irrevocable Remainder Trust (200903031-IT)(8)
Class A Common Stock	11/15/2023		S(3)		59,316	D	$31.8805(9)	0	I	The Sharp Irrevocable Remainder Trust (200903031-IT)(8)
Class A Common Stock	11/15/2023		C(10)		25,131	A	$0	25,131	I	The Sharp Revocable Trust (200903031-RT)(11)
Class A Common Stock	11/15/2023		S(3)		25,131	D	$31.8801(12)	0	I	The Sharp Revocable Trust (200903031-RT)(11)
Class A Common Stock	11/15/2023		C(13)		402,750	A	$0	402,750	D
Class A Common Stock	11/15/2023		S(3)		402,750	D	$31.8804(14)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B common stock	(13)	11/15/2023		C(1)			45,548	(13)	(13)	Class A Common Stock	45,548	$0	163,859	I	Sharp Family Investments LLC Fund 2 (200903031-T2)(2)
Class B common stock	(13)	11/15/2023		C(5)			12,837	(13)	(13)	Class A Common Stock	12,837	$0	46,182	I	Sharp Family Investments LLC Fund 3 (200903031-T3)(6)
Class B common stock	(13)	11/15/2023		C(7)			59,316	(13)	(13)	Class A Common Stock	59,316	$0	209,227	I	The Sharp Irrevocable Remainder Trust (200903031-IT)(8)
Class B common stock	(13)	11/15/2023		C(10)			25,131	(13)	(13)	Class A Common Stock	25,131	$0	317,388	I	The Sharp Revocable Trust (200903031-RT)(11)
Class B common stock	(13)	11/15/2023		C			402,750	(13)	(13)	Class A Common Stock	402,750	$0	565,490(15)	D

Explanation of Responses:

1. Represents the conversion of 45,548 shares of Class B Common Stock into 45,548 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.

2. These securities are held by Sharp Family Investments LLC Fund 2, a limited liability company. The Reporting Person retains beneficial ownership over the securities held by Sharp Family Investments LLC Fund 2.

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 $31.7050 to $32.2900 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. Represents the conversion of 12,837 shares of Class B Common Stock into 12,837 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.

6. These securities are held by Sharp Family Investments LLC Fund 3, a limited liability company. The Reporting Person retains beneficial ownership over the securities held by Sharp Family Investments LLC Fund 3.

7. Represents the conversion of 59,316 shares of Class B Common Stock into 59,316 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.

8. These securities are held by The Sharp Irrevocable Remainder Trust. The Reporting Person retains beneficial ownership over the securities held by The Sharp Irrevocable Remainder Trust.

9. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $31.7100 to $32.2900 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.

10. Represents the conversion of 25,131 shares of Class B Common Stock into 25,131 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.

11. These securities are held by The Sharp Revocable Trust. The Reporting Person retains beneficial ownership over the securities held by The Sharp Revocable Trust.

12. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $31.7050 to $32.2100 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.

13. 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.

14. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $31.7000 to $32.2900 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.

15. These securities consist of 332,156 shares of Class B Common Stock and 233,334 previously reported RSUs. Each RSU represents the Reporting Person's right to receive one share of Class B common stock, subject to vesting.

Remarks:

	Wanji Walcott, Attorney-in-Fact	11/17/2023
	** 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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