Sec Form 4 Filing - Levine Jeremy S. @ PINTEREST, INC. - 2021-02-17

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
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)
02/17/2021
(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 02/17/2021 S 2,500 D $ 84.1848 ( 1 ) 13,487 I Levtaq 2020 Insurance Trust ( 2 )
Class A Common Stock 02/17/2021 S 7,400 D $ 85.3228 ( 3 ) 6,087 I Levtaq 2020 Insurance Trust
Class A Common Stock 02/17/2021 S 6,087 D $ 86.0774 ( 4 ) 0 I Levtaq 2020 Insurance Trust
Class A Common Stock 1,509,815 ( 5 ) ( 6 ) D ( 7 )
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 T ransaction(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 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $83.8000 to $84.7600 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.
( 2 )Mr. Levine disclaims beneficial ownership of the shares held by the Levtaq 2020 Insurance Trust (Insurance Trust). This report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniaryinterest, if any, in such shares by virtue of certain of his immediate family members' interests in the Insurance Trust.
( 3 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $84.8400 to $85.7000 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.
( 4 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $85.7700 to $86.5500 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 )These securities consist of 1,496,375 shares of Class A common stock, par value $0.00001 (Class A Common Stock) and 13,440 Restricted Stock Unit (RSUs). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock, subject to vesting.
( 6 )Includes 163,031 shares of Class A Common stock received by the Reporting Person in one or more pro rata distributions-in-kind from the BVP VII Funds on November 12, 2020, which distributions were made in accordance with the exemption afforded b Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
( 7 )The Reporting Person has agreed to assign 9,671 Class A common stock to Deer Management Co. LLC as well as the right to any shares issuable pursuant to the RSUs or any proceeds from the sale thereof.

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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