Pinterest (PINS) Form 4 Pinterest / 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 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	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman, President, CEO, Co-F

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2019

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
Common Stock(1)	04/23/2019		J		2,723,363	D	$0(1)	0	D
Common Stock(1)	04/23/2019		J		40,873,288	D	$0(1)	0	I	Benjamin and Divya Silbermann Family Trust
Common Stock(1)	04/23/2019		J		9,960,030	D	$0(1)	0	I	SFTC, LLC(2)

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(1)	(1)	04/23/2019		J		2,723,363		(1)	(1)	Class A Common Stock	2,723,363	$0(1)	2,723,363(3)	D
Class B common stock(1)	(1)	04/23/2019		J		40,873,288		(1)	(1)	Class A Common Stock	40,873,288	$0(1)	40,873,288	I	Benjamin and Divya Silbermann Family Trust
Class B common stock(1)	(1)	04/23/2019		J		9,960,030		(1)	(1)	Class A Common Stock	9,960,030	$0(1)	9,960,030	I	SFTC, LLC(2)
Stock Option	$1.878	04/23/2019		J		10,399,835		(4)	04/24/2023	Class B common stock(1)	10,399,835	$0(1)	10,399,835	D

Explanation of Responses:

1. On April 23, 2019, Pinterest, Inc. (the Company) filed an Amended and Restated Certificate of Incorporation (the Charter) with the Delaware Secretary of State, pursuant to which each share of common stock was automatically reclassified (the Recapitalization) as a share of the Companys Class B common stock, par value $0.00001 (Class B Common Stock). Effective upon the occurrence of the Recapitalization, as previously approved by the Companys board of directors, all shares of common stock underlying equity awards outstanding under the Companys 2009 Stock Plan were converted into shares of Class B Common Stock. As set forth in the Charter, each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Companys Class A common stock, par value $0.00001 (Class A Common Stock). 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. Mr. Silbermann disclaims beneficial ownership of the shares held by the 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.

3. These securities consist of 390,029 shares of Class B Common Stock and 2,333,334 previously reported Restricted Stock Units (RSUs). Each RSU represents Mr. Silbermann's right to receive one share of Class B Common Stock, subject to vesting.

4. All stock options are fully vested and exercisable.

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	04/25/2019
	** Signature of Reporting Person	Date
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