Sec Form 4 Filing - Morgenfeld Todd R @ Pinterest, Inc. - 2019-06-20

Insider filing report for Changes in Beneficial Ownership
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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
Morgenfeld Todd R
2. Issuer Name and Ticker or Trading Symbol
Pinterest, Inc. [ PINS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O PINTEREST, INC., 505 BRANNAN STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/20/2019
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock ( 1 ) 06/20/2019 C 302,278 A $ 0 ( 2 ) 302,278 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 (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 ) ( 2 ) 06/20/2019 C 302,278 ( 2 ) ( 2 ) Class A Common Stock 302,278 ( 2 ) 1,560,446 ( 3 ) D
Class B common stock ( 2 ) 09/20/2019 F 51,005 ( 4 ) ( 2 ) ( 2 ) Class A Common Stock 51,005 $ 30.22 1,509,441 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morgenfeld Todd R
C/O PINTEREST, INC.
505 BRANNAN STREET
SAN FRANCISCO, CA94107
Chief Financial Officer
Signatures
Monifa Clayton, Attorney-in-Fact 09/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Due to an administrative error, a Form 4 was inadvertently not filed in a timely manner on behalf of the Reporting Person to report the conversion of 302,278 shares of Class B common stock, par value $0.00001 (Class B Common Stock) into 302,278 shares of Class A common stock, par value $0.00001 (Class A Common Stock) on June 20, 2019 at the option of the Reporting Person.
( 2 )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. 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 )These securities consist of 45,874 shares of Class B Common Stock and 1,514,572 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.
( 4 )Represents shares of Class B Common Stock that have been withheld by the Company to satisfy income tax withholding and remittance obligations in connection with the vesting and net settlement of RSUs previously reported.
( 5 )These securities consist of 91,743 shares of Class B Common Stock and 1,417,698 previously reported 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 Mr. Todd Morgenfeld is filed as an exhibit to the Form 3 filed by Mr. Morgenfeld with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference.

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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