Levine Jeremy S. 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.

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2021

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	08/10/2021		S		0(1)	D(1)	$0(1)	0(1)	I	See Footnote(2)
Class A Common Stock								1,177,511(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. On August 10, 2021 Bessemer Venture Partners VII L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") and BVP Special Opportunity Fund VII L.P. ("BVP VII SOF" and together with BVP VII, and BVP VII Inst, the "BVP VII Funds") sold 3,424, 1,498, and 5,779, respectively, shares of Class A Common Stock of Pinterest (the "BVP VII Fund Shares"). The BVP VII Fund Shares were sold in multiple executions at a price per share ranging from $57.19 to $57.30, with an average execution price per share of $57.24. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. After the reported transaction, none of the BVP VII Funds held any shares of Class A Common Stock of the Issuer.

2. Jeremy Levine is a director of Pinterest and is a director of Deer VII & Co. Ltd. ("Deer VII Ltd."), which is the general partner of Deer VII LP, which is the general partner of the BVP VII Funds (together with Deer VII Ltd. and Deer VII LP, the "BVP VII Entities"). Mr. Levine serves as a representative of the BVP VII Entities on the Board of Directors of Pinterest. Mr. Levine disclaims beneficial ownership of the securities held by the BVP VII Funds, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VII Ltd, his interest in Deer VII LP and his indirect limited partnership interest in the BVP VII Funds.

3. These securities consist of 1,173,530 shares of Class A common stock, par value $0.00001 (Class A Common Stock) and 3,981 Restricted Stock Unit (RSUs). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting.

4. 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.

5. The Reporting Person has agreed to assign 23,111 shares of Class A common stock to Deer Management Co. LLC as well as the right to any shares issuable pursuant to the RSUs or any proceeds from the sale thereof.

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	08/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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