Sec Form 4 Filing - AH Parallel Fund III, 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 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, 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2019 (Street) MENLO PARK, CA94025 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 30,121,900 A 30,121,900 I By Andreessen Horowitz Fund II, L.P. ( 3 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 2,537,150 A 2,537,150 I By AH Parallel Fund, L.P. ( 4 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 2,189,732 A 32,311,632 I By Andreessen Horowitz Fund II, L.P. ( 3 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 218,957 A 2,756,107 I By AH Parallel Fund, L.P. ( 4 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 3,417,216 A 3,417,216 I By Andreessen Horowitz Fund III, L.P. ( 5 ) ( 6 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 2,727,297 A 2,727,297 I By AH Parallel Fund III, L.P. ( 7 ) ( 8 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 318,946 A 3,736,162 I By Andreessen Horowitz Fund III, L.P. ( 5 ) ( 6 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 254,551 A 2,981,848 I By AH Parallel Fund III, L.P. ( 7 ) ( 8 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 27,285 A 3,763,447 I By Andreessen Horowitz Fund III, L.P. ( 5 ) ( 6 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 21,776 A 3,003,624 I By AH Parallel Fund III, L.P. ( 7 ) ( 8 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 C 1,704,021 A 1,704,021 I By PinAH, L.P. ( 9 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 J 32,311,632 D 0 I See Footnote ( 3 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 J 2,756,107 D 0 I See Footnote ( 4 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 J 3,763,447 D 0 I See Footnotes ( 5 ) ( 6 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 J 3,003,624 D 0 I See Footnotes ( 7 ) ( 8 ) Common Stock ( 1 ) ( 2 ) 04/23/2019 J 1,704,021 D 0 I See Footnote ( 9 )

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 B Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 30,121,900 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 30,121,900 ( 1 ) ( 2 ) 0 I By Andreessen Horowitz Fund II, L.P. ( 3 ) Series B Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 2,537,150 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 2,537,150 ( 1 ) ( 2 ) 0 I By AH Parallel Fund, L.P. ( 4 ) Series C Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 2,189,732 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 2,189,732 ( 1 ) ( 2 ) 0 I By Andreessen Horowitz Fund II, L.P. ( 3 ) Series C Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 218,957 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 218,957 ( 1 ) ( 2 ) 0 I By AH Parallel Fund, L.P. ( 4 ) Series D Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 3,417,216 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 3,417,216 ( 1 ) ( 2 ) 0 I By Andreessen Horowitz Fund III, L.P. ( 5 ) ( 6 ) Series D Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 2,727,297 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 2,727,297 ( 1 ) ( 2 ) 0 I By AH Parallel Fund III, L.P. ( 7 ) ( 8 ) Series E Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 318,946 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 318,946 ( 1 ) ( 2 ) 0 I By Andreessen Horowitz Fund III, L.P. ( 5 ) ( 6 ) Series E Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 254,551 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 254,551 ( 1 ) ( 2 ) 0 I By AH Parallel Fund III, L.P. ( 7 ) ( 8 ) Series F Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 27,285 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 27,285 ( 1 ) ( 2 ) 0 I By Andreessen Horowitz Fund III, L.P. ( 5 ) ( 6 ) Series F Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 21,776 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 21,776 ( 1 ) ( 2 ) 0 I By AH Parallel Fund III, L.P. ( 7 ) ( 8 ) Series G Preferred Stock ( 1 ) ( 2 ) 04/23/2019 C 1,704,021 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 1,704,021 ( 1 ) ( 2 ) 0 I By PinAH, L.P. ( 9 ) Class B Common Stock ( 1 ) ( 2 ) ( 1 ) ( 2 ) 04/23/2019 J 32,311,632 ( 3 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 32,311,632 ( 1 ) ( 2 ) 32,311,632 I See Footnote ( 3 ) Class B Common Stock ( 1 ) ( 2 ) ( 1 ) ( 2 ) 04/23/2019 J 2,756,107 ( 4 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 2,756,107 ( 1 ) ( 2 ) 2,756,107 I See Footnote ( 4 ) Class B Common Stock ( 1 ) ( 2 ) ( 1 ) ( 2 ) 04/23/2019 J 3,763,447 ( 5 ) ( 6 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 3,763,447 ( 1 ) ( 2 ) 3,763,447 I See Footnotes ( 5 ) ( 6 ) Class B Common Stock ( 1 ) ( 2 ) ( 1 ) ( 2 ) 04/23/2019 J 3,003,624 ( 7 ) ( 8 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 3,003,624 ( 1 ) ( 2 ) 3,003,624 I See Footnotes ( 7 ) ( 8 ) Class B Common Stock ( 1 ) ( 2 ) ( 1 ) ( 2 ) 04/23/2019 J 1,704,021 ( 9 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 1,704,021 ( 1 ) ( 2 ) 1,704,021 I See Footnote ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AH Parallel Fund III, L.P. 2865 SAND HILL ROAD, 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 04/25/2019 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 04/25/2019 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 04/25/2019 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 04/25/2019 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 04/25/2019 Signature of Reporting Person Date AH Equity Partners III (Parallel), L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 04/25/2019 Signature of Reporting Person Date AH Equity Partners IV, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 04/25/2019 Signature of Reporting Person Date Marc Andreessen, /s/ Scott Kupor, Scott Kupor, attorney-in-fact of Marc Andreessen 04/25/2019 Signature of Reporting Person Date Ben Horowitz, By: /s/ Scott Kupor, Scott Kupor, attorney-in-fact of Ben Horowitz 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"). 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. 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. ( 3 )The reported securities are held by Andreessen Horowitz Fund II, L.P., for itself and as nominee for Andreessen Horowitz Fund II-A, L.P. and Andreessen Horowitz Fund II-B, L.P. (collectively, the "AH Fund II Entities"). AH Equity Partners II, L.L.C. ("AH EP II") is the general partner of the AH Fund II Entities and has sole voting and dispositive power with regard to the securities held by the AH II Fund Entities. The managing members of AH EP II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund II Entities. Such persons and entities disclaim beneficial ownership of the securities held by the AH Fund II Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Fund II Entities. ( 4 )The reported securities are held by AH Parallel Fund, L.P. ("AH Parallel Fund"). AH EP II is the general partner of AH Parallel Fund and has sole voting and dispositive power with regard to the securities held by AH Parallel Fund. The managing members of AH EP II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by AH Parallel Fund. Such persons and entities disclaim beneficial ownership of the securities held by AH Parallel Fund and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in AH Parallel Fund. ( 5 )The reported securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III") is the general partner of the AH Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH III Fund Entities. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund III Entities. ( 6 )(Continued from Footnote 5) Such persons and entities disclaim beneficial ownership of the securities held by the AH Fund III Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Fund III Entities. ( 7 )The reported securities are held by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P., and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel") is the general partner of the AH Parallel Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel Fund III Entities. The managing members of AH EP III Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities. ( 8 )(Continued from Footnote 7) Such persons and entities disclaim beneficial ownership of the securities held by the AH Parallel Fund III Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Parallel Fund III Entities. ( 9 )The reported securities are held by PinAH, L.P. ("PinAH"). AH Equity Partners IV, L.L.C. ("AH EP IV") is the general partner of PinAH and has sole voting and dispositive power with regard to the securities held by PinAH. The managing members of AH EP IV are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by PinAH. Such persons and entities disclaim beneficial ownership of the securities held by PinAH and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in PinAH.

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.
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