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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PINTEREST, INC. [ PINS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/21/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 03/21/2022 | C(2) | 63,650 | A | $0 | 704,675(3) | D | |||
| Class A Common Stock | 03/21/2022 | S(4) | 62,750 | D | $25.4588(5) | 641,925(6) | D | |||
| Class A Common Stock | 03/21/2022 | S(4) | 900 | D | $26.0167(7) | 641,025(8) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 03/21/2022 | C(2) | 63,650 | (1) | (1) | Class A Common Stock | 63,650 | $0 | 403,014(9) | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. Represents the conversion of 63,650 shares of Class B Common Stock into 63,650 shares of Class A Common Stock in connection with sales to be effected to satisfy tax withholding and remittance obligations in connection with vesting and net settlement of previously reported Restricted Stock Units (RSUs), as described below. |
| 3. These securities consists of 63,650 shares of Class A Common Stock and an additional 641,025 previously reported Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as Restricted Stock Awards (RSAs). |
| 4. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding and remittance obligations in connection with the vesting and settlement of previously reported Restricted Stock Units (RSUs). This sale is mandated by the Company's election under its equity incentive plans to require the satisfaction of tax withholding and remittance obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. |
| 5. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $24.9950 to $25.9900 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. |
| 6. The securities consists of 900 shares of Class A Common Stock and 641,025 previously reported shares of RSAs. |
| 7. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $26.0000 to $26.0300 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. |
| 8. The securities consists of 641,025 previously reported shares of RSAs. |
| 9. These securities consists of 53,016 shares of Class B Common Stock and 349,998 previously reported RSUs. Each RSU represents the Reporting Person's right to receive one share of Class B Common Stock, subject to vesting. |
| Remarks: |
| The Power of Attorney for Mr. Todd Morgenfeld is filed as an exhibit to the Form 3 filed by Mr. Morgenfeld with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference. |
| Monifa Clayton, Attorney-in-Fact | 03/23/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||