Yang Tseli Lily Form 4/A PINTEREST / Tseli Lily Yang 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^*

Yang Tseli Lily

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/23/2021

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(1)	09/21/2021		C(2)		3,390	A	$0	62,648(3)	D
Class A Common Stock	09/21/2021		S(4)		4,615	D	$51.74(5)	58,033(6)	D
Class A Common Stock	09/21/2021		S(4)		1,361	D	$52.2007(7)	56,672(8)	D
Class A Common Stock	09/21/2021		C(9)(10)		2,962	A	$0	59,634(11)	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	(1)	09/21/2021		C(2)			3,390	(1)	(1)	Class A Common Stock	3,390	$0	123,893(12)	D
Class B common stock	(1)	09/21/2021		C(9)(10)			2,962	(1)	(1)	Class A Common Stock	2,962	$0	120,931(13)	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 3,390 shares of Class B Common Stock into 3,390 shares of Class A Common Stock in connection with sales to be effected to satisfy tax withholding and remittance obligations in connection with the vesting and settlement of previously reported Restricted Stock Units (RSUs), as described below.

3. These securities consist of 8,235 shares of Class A Common Stock and an additional 54,413 previously reported Class A Restricted Stock Units (Class A RSUs). Each Class A RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting.

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 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 $51.3900 to $51.9900 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. These securities consists of 3,620 shares of Class A Common Stock and an additional 54,413 previously reported Class A RSUs.

7. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $52.0100 to $52.5100 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. These securities consists of 2,259 shares of Class A Common Stock and an additional 54,413 previously reported Class A RSUs.

9. Represents the conversion of 2,962 shares of Class B Common Stock into 2,962 shares of Class A Common Stock, in connection with the Reporting Person's irrevocable election to voluntarily convert all of the Reporting Person's Class B Common Stock into Class A Common Stock.

10. This amendment to Form 4 is being filed to reflect the Reporting Person's irrevocable election, made on September 21, 2021, to voluntarily convert all of the Reporting Person's Class B Common Stock into Class A Common Stock, which had not been reflected in the original Form 4 filing due to an administrative error.

11. These securities consist of 5,221 shares of Class A Common Stock and an additional 54,413 previously reported Class A RSUs.

12. These securities consist of 2,962 shares of Class B Common Stock and an additional 120,931 previously reported Class B Restricted Stock Units (Class B RSUs). Each Class B RSU represents the Reporting Person's right to receive one share of Class B Common Stock, subject to vesting.

13. These securities consist of 120,931 previously reported Class B RSUs.

Remarks:

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

	Monifa Clayton, Attorney-in-Fact	10/15/2021
	** Signature of Reporting Person	Date
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