Silbermann Benjamin 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

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)
01/05/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	01/05/2021		C⁽²⁾		105,000	A	$0	105,000	D
Class A Common Stock	01/05/2021		S⁽³⁾		85,209	D	$68.0587⁽⁴⁾	19,791	D
Class A Common Stock	01/05/2021		S⁽³⁾		19,791	D	$68.7081⁽⁵⁾	0	D
Class A Common Stock	01/06/2021		C⁽²⁾		105,000	A	$0	105,000	D
Class A Common Stock	01/06/2021		S⁽³⁾		11,663	D	$65.5322⁽⁶⁾	93,337	D
Class A Common Stock	01/06/2021		S⁽³⁾		15,392	D	$66.3438⁽⁷⁾	77,945	D
Class A Common Stock	01/06/2021		S⁽³⁾		47,735	D	$67.3078⁽⁸⁾	30,210	D
Class A Common Stock	01/06/2021		S⁽³⁾		30,210	D	$67.7996⁽⁹⁾	0	D
Class A Common Stock	01/07/2021		C⁽²⁾		105,000	A	$0	105,000	D
Class A Common Stock	01/07/2021		S⁽³⁾		5,901	D	$68.211⁽¹⁰⁾	99,099	D
Class A Common Stock	01/07/2021		S⁽³⁾		27,964	D	$69.1888⁽¹¹⁾	71,135	D
Class A Common Stock	01/07/2021		S⁽³⁾		20,223	D	$70.2126⁽¹²⁾	50,912	D
Class A Common Stock	01/07/2021		S⁽³⁾		50,912	D	$70.97⁽¹³⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$1.878	01/05/2021		M			105,000	⁽¹⁴⁾	04/24/2023	Class B common stock	105,000	$0	5,088,279	D
Class B common stock	⁽¹⁾	01/05/2021		M		105,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	105,000	$0	2,094,781⁽¹⁵⁾	D
Class B common stock	⁽¹⁾	01/05/2021		C⁽²⁾			105,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	105,000	$0	1,989,781⁽¹⁶⁾	D
Stock Option	$1.878	01/06/2021		M			105,000	⁽¹⁴⁾	04/24/2023	Class B common stock	105,000	$0	4,983,279	D
Class B common stock	⁽¹⁾	01/06/2021		M		105,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	105,000	$0	2,094,781⁽¹⁵⁾	D
Class B common stock	⁽¹⁾	01/06/2021		C⁽²⁾			105,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	105,000	$0	1,989,781⁽¹⁶⁾	D
Stock Option	$1.878	01/07/2021		M			105,000	⁽¹⁴⁾	04/24/2023	Class B common stock	105,000	$0	4,878,279	D
Class B common stock	⁽¹⁾	01/07/2021		M		105,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	105,000	$0	2,094,781⁽¹⁵⁾	D
Class B common stock	⁽¹⁾	01/07/2021		C⁽²⁾			105,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	105,000	$0	1,989,781⁽¹⁶⁾	D
Class B common stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	39,700,888		39,700,888	I	Benjamin and Divya Silbermann Family Trust
Class B common stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	9,960,030		9,960,030	I	SFTC, LLC⁽¹⁷⁾

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 105,000 shares of Class B Common Stock into 105,000 shares of Class A Common Stock pursuant to a conversion election made by the Reporting Person to convert shares in connection with sales to be effected pursuant to a Rule 10b5-1 trading plan.

3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

4. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $67.5150 to $68.4200 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.

5. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $68.4300 to $69.3900 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 reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $64.8800 to $65.8650 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.

7. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $65.9700 to $66.7600 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 reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $66.8800 to $67.6150 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.

9. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $67.6200 to $68.1800 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. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $67.7100 to $68.6800 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.

11. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $68.6900 to $69.6050 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.

12. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $69.6300 to $70.5950 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.

13. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $70.6050 to $71.3900 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.

14. All stock options are fully vested and exercisable.

15. These securities consist of 461,447 shares of common stock and 1,633,334 previously reported Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting.

16. These securities consist of 356,447 shares of common stock and 1,633,334 previously reported RSUs.

17. Mr. Silbermann disclaims beneficial ownership of the shares held by 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.

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	01/07/2021
	** 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).
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Silbermann Benjamin Form 4PINTEREST / Benjamin Silbermann ownership change