Sec Form 4/A Filing - AH Parallel Fund III, L.P. @ Pinterest, Inc. - 2019-04-23

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4/A
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
AH Parallel Fund III, L.P.
2. Issuer Name and Ticker or Trading Symbol
Pinterest, Inc. [ 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)
2865 SAND HILL ROAD, SUITE 101, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
04/23/2019
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
04/25/2019
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 ) 04/23/2019 J 57 ( 2 ) D 0 I By LAMA Community Trust ( 3 )
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
Class B Common Stock ( 1 ) ( 1 ) 04/23/2019 J 57 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 57 ( 1 ) 57 I By LAMA Community Trust ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AH Parallel Fund III, L.P.
2865 SAND HILL ROAD, SUITE 101
SUITE 101
MENLO PARK, CA94025
X
AH Parallel Fund III-A, L.P.
2865 SAND HILL ROAD, SUITE 101
SUITE 101
MENLO PARK, CA94025
X
AH Parallel Fund III-B, L.P.
2865 SAND HILL ROAD, SUITE 101
SUITE 101
MENLO PARK, CA94025
X
AH Parallel Fund III-Q, L.P.
2865 SAND HILL ROAD, SUITE 101
SUITE 101
MENLO PARK, CA94025
X
PinAH, L.P.
2865 SAND HILL ROAD, SUITE 101
SUITE 101
MENLO PARK, CA94025
X
AH Equity Partners III (Parallel), L.L.C.
2865 SAND HILL ROAD, SUITE 101
SUITE 101
MENLO PARK, CA94025
X
AH Equity Partners IV, L.L.C.
2865 SAND HILL ROAD, SUITE 101
SUITE 101
MENLO PARK, CA94025
X
Andreessen Marc L
2865 SAND HILL ROAD, SUITE 101
SUITE 101
MENLO PARK, CA94025
X
HOROWITZ BENJAMIN A
2865 SAND HILL ROAD #101
SUITE 101
MENLO PARK, CA94025
X
Signatures
AH Parallel Fund III, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/16/2019
Signature of Reporting Person Date
AH Parallel Fund III-A, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/16/2019
Signature of Reporting Person Date
AH Parallel Fund III-B, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/16/2019
Signature of Reporting Person Date
AH Parallel Fund III-Q, L.P., By: AH Equity Partners III (Parallel), L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/16/2019
Signature of Reporting Person Date
PinAH, L.P., By: AH Equity Partners IV, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/16/2019
Signature of Reporting Person Date
AH Equity Partners III (Parallel), L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/16/2019
Signature of Reporting Person Date
AH Equity Partners IV, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 10/16/2019
Signature of Reporting Person Date
Marc Andreessen, /s/ Scott Kupor, Scott Kupor, attorney-in-fact of Marc Andreessen 10/16/2019
Signature of Reporting Person Date
Ben Horowitz, By: /s/ Scott Kupor, Scott Kupor, attorney-in-fact of Ben Horowitz 10/16/2019
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"), 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"). 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"). 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 )Due to a clerical error, these shares were inadvertently omitted from the Form 4 filed on April 25, 2019. This amendment is being filed to include such shares. All other information set forth in the April 25, 2019 Form 4 remains correct.
( 3 )The reported securities are held by the LAMA Community Trust, of which Marc Andreessen and his spouse are trustees. Each of the Reporting Persons disclaims the existence of a "group" and, other than Marc Andreessen, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:
This report is one of two reports, each on a separate Form 4, but relating to the same transactions being reported by entities affiliated with AH Capital Management and their associated managing members.

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.