Sec Form 4 Filing - Silbermann Benjamin @ PINTEREST, INC. - 2021-07-06

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
Silbermann Benjamin
2. Issuer Name and Ticker or Trading Symbol
PINTEREST, INC. [ PINS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President, CEO, Co-F
(Last) (First) (Middle)
C/O PINTEREST, INC., 505 BRANNAN STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/06/2021
(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 ) 07/06/2021 C( 2 ) 37,500 A $ 0 37,500 D
Class A Common Stock 07/06/2021 S( 3 ) 14,600 D $ 79.9291 ( 4 ) 22,900 D
Class A Common Stock 07/06/2021 S( 3 ) 15,071 D $ 80.4373 ( 5 ) 7,829 D
Class A Common Stock 07/06/2021 S( 3 ) 7,829 D $ 81.3236 ( 6 ) 0 D
Class A Common Stock 07/07/2021 C( 2 ) 37,500 A $ 0 37,500 D
Class A Common Stock 07/07/2021 S( 3 ) 12,058 D $ 78.085 ( 7 ) 25,442 D
Class A Common Stock 07/07/2021 S( 3 ) 9,832 D $ 78.6205 ( 8 ) 15,610 D
Class A Common Stock 07/07/2021 S( 3 ) 5,100 D $ 79.5315 ( 9 ) 10,510 D
Class A Common Stock 07/07/2021 S( 3 ) 6,110 D $ 80.4997 ( 10 ) 4,400 D
Class A Common Stock 07/07/2021 S( 3 ) 4,400 D $ 81.2355 ( 11 ) 0 D
Class A Common Stock 07/08/2021 C( 2 ) 37,500 A $ 0 37,500 D
Class A Common Stock 07/08/2021 S( 3 ) 9,400 D $ 74.7719 ( 12 ) 28,100 D
Class A Common Stock 07/08/2021 S( 3 ) 11,833 D $ 75.3669 ( 13 ) 16,267 D
Class A Common Stock 07/08/2021 S( 3 ) 16,267 D $ 76.0002 ( 14 ) 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
Stock Option $ 1.878 07/06/2021 M 37,500 ( 15 ) 04/24/2023 Class B common stock 37,500 $ 0 4,123,279 D
Class B common stock ( 1 ) 07/06/2021 M 37,500 ( 1 ) ( 1 ) Class A Common Stock 37,500 $ 0 1,912,900 ( 16 ) D
Class B common stock ( 1 ) 07/06/2021 C( 2 ) 37,500 ( 1 ) ( 1 ) Class A Common Stock 37,500 $ 0 1,875,400 ( 17 ) D
Stock Option $ 1.878 07/07/2021 M 37,500 ( 15 ) 04/24/2023 Class B common stock 37,500 $ 0 4,085,779 D
Class B common stock ( 1 ) 07/07/2021 M 37,500 ( 1 ) ( 1 ) Class A Common Stock 37,500 $ 0 1,912,900 ( 16 ) D
Class B common stock ( 1 ) 07/07/2021 C( 2 ) 37,500 ( 1 ) ( 1 ) Class A Common Stock 37,500 $ 0 1,875,400 ( 17 ) D
Stock Option $ 1.878 07/08/2021 M 37,500 ( 15 ) 04/24/2023 Class B common stock 37,500 $ 0 4,048,279 D
Class B common stock ( 1 ) 07/08/2021 M 37,500 ( 1 ) ( 1 ) Class A Common Stock 37,500 $ 0 1,912,900 ( 16 ) D
Class B common stock ( 1 ) 07/08/2021 C( 2 ) 37,500 ( 1 ) ( 1 ) Class A Common Stock 37,500 $ 0 1,875,400 ( 17 ) D
Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 39,700,888 39,700,888 I Benjamin and Divya Silbermann Family Trust
Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 9,960,030 9,960,030 I SFTC, LLC ( 18 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Silbermann Benjamin
C/O PINTEREST, INC.
505 BRANNAN STREET
SAN FRANCISCO, CA94107
X X Chairman, President, CEO, Co-F
Signatures
Monifa Clayton, Attorney-in-Fact 07/08/2021
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 37,500 shares of Class B Common Stock into 37,500 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.
( 3 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
( 4 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $79.4500 to $80.2000 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.
( 5 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.2100 to $81.0000 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 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.0300 to $81.6650 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.
( 7 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $77.7000 to $78.3000 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.
( 8 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $78.3100 to $79.1100 per share. The Repor ting 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 $79.1200 to $80.0000 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 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.0200 to $81.0000 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.
( 11 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.0300 to $81.7100 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.
( 12 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $74.1500 to $75.0000 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.
( 13 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.0100 to $75.8000 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.
( 14 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.8100 to $76.3500 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.
( 15 )All stock options are fully vested and exercisable.
( 16 )These securities consist of 512,899 shares of common stock and 1,400,001 previously reported Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting.
( 17 )These securities consist of 475,399 shares of Class B Common Stock and 1,400,001 previously reported RSUs.
( 18 )Mr. Silbermann disclaims beneficial ownership of the shares held by SFTC, LLC, a Delaware limited liability company owned by The Silbermann 2012 Irrevocable Trust. This report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of certain of his immediate family members' interests in The Silbermann 2012 Irrevocable Trust.

Remarks:
The Power of Attorney for Mr. Benjamin Silbermann is filed as an exhibit to the Form 3/A filed by Mr. Silbermann with the Securities and Exchange Commission on April 18, 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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