Sec Form 4 Filing - Bessemer Venture Partners VII L.P. @ Pinterest, Inc. - 2019-04-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bessemer Venture Partners VII L.P. 2. Issuer Name and Ticker or Trading Symbol Pinterest, Inc. [ NYSE:PINS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2019 (Street) LARCHMONT, NY10538 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) ( 2 ) 04/23/2019 C 59,458,125 ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 10 ) A 59,458,125 ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 10 ) I See Footnotes ( 1 ) ( 2 ) ( 10 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 J 59,458,125 ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 10 ) D 0 ( 1 ) ( 2 ) I See Footnotes ( 1 ) ( 2 ) ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A-2 Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 52,857,688 ( 3 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) 52,857,688 ( 3 ) $ 0 0 I See footnotes ( 3 ) ( 4 ) Series B Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 2,728,921 ( 5 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) 2,728,921 ( 5 ) $ 0 0 I See footnotes ( 4 ) ( 5 ) Series C Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 2,142,639 ( 6 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) 2,142,639 ( 6 ) $ 0 0 I See footnotes ( 4 ) ( 6 ) Series D Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 1,541,910 ( 7 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) 1,541,910 ( 7 ) $ 0 0 I See footnotes ( 4 ) ( 7 ) Series E Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 114,695 ( 8 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) 114,695 ( 8 ) $ 0 0 I See footnotes ( 4 ) ( 8 ) Series F Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 49,059 ( 9 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) 49,059 ( 9 ) $ 0 0 I See footnotes ( 4 ) ( 9 ) Series G Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 23,213 ( 10 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock ( 1 ) ( 2 ) 23,213 ( 10 ) $ 0 0 I See footnotes ( 4 ) ( 10 ) Class B Common Stock ( 1 ) ( 2 ) 04/23/2019 C( 1 )( 2 ) 59,458,125 ( 11 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 59,458,125 ( 11 ) $ 0 59,458,125 ( 11 ) I See footnotes ( 4 ) ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bessemer Venture Partners VII L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Bessemer Venture Partners VII Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X BVP VII SPECIAL OPPORTUNITY FUND LP C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Deer VII & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Deer VII & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Signatures /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII L.P. 04/25/2019 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII Institutional L.P. 04/25/2019 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of BVP VII Special Opportunity Fund L.P. 04/25/2019 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P. 04/25/2019 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer VII & Co. Ltd. 04/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 23, 2019 prior to the closing of the initial public offering (the "IPO") by Pinterest, Inc. (the "Company"), each share of preferred stock automatically converted into one share of common stock of the Company pursuant to the Sixteenth Amended and Restated Certificate of Incorporation of the Company. Immediately thereafter, but still prior to the closing of the Company's IPO, the Company filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Company ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. As set forth in the Charter, each share of 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, of the Company ("Class A Common Stock"). ( 2 )(Continued from footnote 1) 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. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Company) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO). ( 3 )Prior to the conversion, Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") held 7,400,114 shares, Bessemer Venture Partners VII L.P. ("BVP VII") held 16,914,503 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," together with BVP VII Inst and BVP VII referred to collectively, the "Funds") held 28,543,071 shares, of Series A-2 Preferred Stock. ( 4 )Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer L.P."), which is the general partner of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds. ( 5 )Prior to the conversion, BVP VII Inst, BVP VII, and BVP VII SOF held 382,050 shares, 873,257 shares and 1,473,614 shares, respectively, of Series B Preferred Stock. ( 6 )Prior to the conversion, BVP VII Inst, BVP VII, and BVP VII SOF held 299,964 shares, 685,650 shares and 1,157,025 shares, respectively, of Series C Preferred Stock. ( 7 )Prior to the conversion, BVP VII Inst, BVP VII, and BVP VII SOF held 215,867 shares, 493,411 shares and 832,632 shares, respectively, of Series D Preferred Stock. ( 8 )Prior to the conversion, BVP VII Inst, BVP VII, and BVP VII SOF held 16,057 shares, 36,702 shares and 61,936 shares, respectively, of Series E Preferred Stock. ( 9 )Prior to the conversion, BVP VII Inst, BVP VII, and BVP VII SOF held 6,867 shares, 15,700 shares and 26,492 shares, respectively, of Series F Preferred Stock. ( 10 )Prior to the conversion, BVP VII Inst, BVP VII, and BVP VII SOF held 3,250 shares, 7,427 shares and 12,536 shares, respectively, of Series G Preferred Stock. ( 11 )As of the date hereof, BVP VII Inst, BVP VII, and BVP VII SOF own 8,324,169 shares, 19,026,650 shares and 32,107,306 shares, respectively, of Class B Common Stock.

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