Sec Form 4/A Filing - Levine Jeremy S. @ PINTEREST, INC. - 2020-10-30

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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
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1. Name and Address of Reporting Person
Levine Jeremy S.
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PINTEREST, INC., 505 BRANNAN STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2020
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
11/03/2020
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 10/30/2020 G( 1 ) 250,000 D $ 0 2,096,148 ( 2 ) ( 3 ) D ( 4 )
Class A Common Stock 10/30/2020 G( 5 ) 746,000 D $ 0 1,350,148 ( 3 ) ( 6 ) D ( 4 )
Class A Common Stock 10/30/2020 G( 7 ) 3,364 D $ 0 1,346,784 ( 3 ) ( 8 ) D ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Levine Jeremy S.
C/O PINTEREST, INC.
505 BRANNAN STREET
SAN FRANCISCO, CA94107
X
Signatures
Monifa Clayton, Attorney-in-Fact 02/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a charitable donation by the Reporting Person of shares of Class A common stock, par value $0.00001 (Class A Common Stock).
( 2 )These securities consist of 2,082,708 shares of Class A Common Stock and 13,440 Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting.
( 3 )Due to an administrative error, the Form 4 filed for Mr. Levine on 11/3/2020 did not include 325,653 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from Bessemer Venture Partners VII L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") BVP Special Opportunity Fund VII L.P. ("BVP VII SOF"), Deer VII & Co. Ltd. ("Deer VII Ltd."), and Deer VII L.P. ("Deer VII LP" and together with BVP VII, BVP VII Inst, BVP VII SOF, and Deer VII Ltd.", the "BVP VII Funds"), on September 11, 2020, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. This amended Form 4 corrects the error.
( 4 )The Reporting Person has agreed to assign to Deer Management Co. LLC the right to any shares issuable pursuant to the RSUs or any proceeds from the sale thereof.
( 5 )Represents a bona fide gift by the Reporting Person to his spouse of shares of Class A Common Stock.
( 6 )These securities consist of 1,336,708 shares of Class A Common Stock and 13,440 RSUs.
( 7 )Represents a bona fide gift by the Reporting Person to the Levtaq 2020 Trust (Trust) of shares of Class A Common Stock.
( 8 )These securities consist of 1,333,344 shares of Class A Common Stock and 13,440 RSUs.

Remarks:
The Power of Attorney for Mr. Jeremy S. Levine is filed as an exhibit to the Form 3 filed by Mr. Levine 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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