Sec Form 4 Filing - Sharp Evan @ PINTEREST, INC. - 2021-01-21

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
Sharp Evan
2. Issuer Name and Ticker or Trading Symbol
PINTEREST, INC. [ PINS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-Founder & Chief Design & Cr
(Last) (First) (Middle)
C/O PINTEREST, INC., 505 BRANNAN STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2021
(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 ) 01/21/2021 C( 2 ) 60,801 A $ 0 60,801 D
Class A Common Stock 01/21/2021 S( 3 ) 21,500 D $ 73.205 ( 4 ) 39,301 D
Class A Common Stock 01/21/2021 S( 3 ) 39,301 D $ 73.6838 ( 5 ) 0 D
Class A Common Stock 01/21/2021 C( 6 ) 69,198 A $ 0 69,198 D
Class A Common Stock 01/21/2021 S( 7 ) 62,098 D $ 72.7772 ( 8 ) 7,100 D
Class A Common Stock 01/21/2021 S( 7 ) 7,100 D $ 73.472 ( 9 ) 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 (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 ) 01/21/2021 C( 2 ) 60,801 ( 1 ) ( 1 ) Class A Common Stock 60,801 $ 0 2,389,071 ( 10 ) D
Class B common stock ( 1 ) 01/21/2021 C( 6 ) 69,198 ( 1 ) ( 1 ) Class A Common Stock 69,198 $ 0 2,319,873 ( 11 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sharp Evan
C/O PINTEREST, INC.
505 BRANNAN STREET
SAN FRANCISCO, CA94107
X Co-Founder & Chief Design & Cr
Signatures
Monifa Clayton, Attorney-in-Fact 01/25/2021
Signature of Reporting Person Date
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 60,801 shares of Class B Common Stock into 60,801 shares of Class A Common Stock in connection with sales to be effected to satisfy tax withholding and remittance obligations in connection with the vesting and net settlement of previously reported Restricted Stock Units (RSUs), as described below.
( 3 )Represents the number of shares required to be sold by the Reporting Person to cover tax withholding and remittance obligations in connection with the vesting and settlement of previously reported RSUs. This sale is mandated by the Company's election under its equity incentive plans to require the satisfaction of tax withholding and remittance obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
( 4 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $72.4300 to $73.4200 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 $73.4300 to $74.3100 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 )Represents the conversion of 69,198 shares of Class B Common Stock into 69,198 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.
( 7 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
( 8 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $72.2100 to $73.2000 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 $73.2200 to $74.2000 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 )These securities consist of 872,403 shares of Class B Common Stock and 1,516,668 previously reported RSUs. Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting.
( 11 )These securities consist of 803,205 shares of Class B Common Stock and 1,516,668 previously reported RSUs.

Remarks:
The Power of Attorney for Mr. Evan Sharp is filed as an exhibit to the Form 3 filed by Mr. Sharp with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference.

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