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) 03/01/2021 | ||||||||||||||||||||||||||
| 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) | 03/01/2021 | C(2) | 23,766 | A | $0 | 318,638(3) | D | |||
| Class A Common Stock | 03/01/2021 | S(4) | 4,347 | D | $81.71(5) | 314,291(6) | D | |||
| Class A Common Stock | 03/01/2021 | S(4) | 15,295 | D | $82.5004(7) | 298,996(8) | D | |||
| Class A Common Stock | 03/01/2021 | S(4) | 4,124 | D | $83.2258(9) | 294,872(10) | 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) | 03/01/2021 | C(2) | 23,766 | (1) | (1) | Class A Common Stock | 23,766 | $0 | 503,122(11) | 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 23,766 shares of Class B Common Stock into 23,766 shares of Class A Common Stock pursuant to a conversion election made by the Reporting Person to convert shares in connection with the sales to be effected pursuant to a Rule 10b5-1 trading plan. |
| 3. These securities consist of 23,766 shares of Class A Common Stock and an additional 294,872 previously reported shares of Class A Common Stock, subject to certain restrictions, which were granted to the Reporting Person as Restricted Stock Awards (RSAs). |
| 4. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
| 5. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.0450 to $82.0000 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 consist of 19,419 shares of Class A Common Stock and an additional 294,872 previously reported 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 $82.0500 to $83.0000 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 consist of 4,124 shares of Class A Common Stock and an additional 294,872 previously reported RSAs. |
| 9. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $83.0550 to $83.3550 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. These securities consists of 294,872 previously reported RSAs. |
| 11. These securities consists of 503,122 previously reported Restricted Stock Units (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 Ms. Christine Flores is filed as an exhibit to the Form 3 filed by Ms. Flores with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference. |
| Monifa Clayton, Attorney-in-Fact | 03/03/2021 | |
| ** 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. | ||