Sec Form 4 Filing - WILSON L MICHELLE @ Pinterest, Inc. - 2019-04-23

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 WILSON L MICHELLE 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) 04/23/2019 (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 Common Stock ( 1 ) 04/23/2019 J 100,000 D $ 0 ( 1 ) 0 D Class A Common Stock 04/23/2019 A 9,671 ( 2 ) A $ 0 9,671 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 ) ( 1 ) 04/23/2019 J 100,000 ( 1 ) ( 1 ) Class A Common Stock 100,000 $ 0 ( 1 ) 100,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILSON L MICHELLE C/O PINTEREST, INC. 505 BRANNAN STREET SAN FRANCISCO, CA94107 X Signatures Monifa Clayton, Attorney-in-Fact 04/24/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 23, 2019, Pinterest, Inc. (the "Company") filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Delaware Secretary of State, pursuant to which each share of common stock was automatically reclassified (the "Recapitalization") as a share of the Company's Class B common stock, par value $0.00001 ("Class B Common Stock"). Effective upon the occurrence of the Recapitalization, as previously approved by the Company's board of directors, all shares of common stock underlying equity awards outstanding under the Company's 2009 Stock Plan were converted into shares of Class B Common Stock. As set forth in the Charter, 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, par value $0.00001 ("Class A Common Stock"). 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 )These securities consist of 9,671 Restricted Stock Units (RSUs). Each RSU represents the Ms. Wilson's right to receive one share of Class A Common Stock, subject to vesting. The RSUs will vest in full on the earlier of (i) April 23, 2020, or (ii) the date immediately prior to the Company's next regular annual shareholders meeting, in either case subject to the Ms. Wilson's continued service as a non-employee director of the Company through such vesting date. ( 3 )These securities consist of 68,750 shares of Class B Common Stock and 31,250 previously reported RSUs. Each RSU represents Ms. Wilson's right to receive one share of Class B Common Stock, subject to vesting.

Remarks: The Power of Attorney for Ms. Michelle Wilson is filed as an exhibit to the Form 3 filed by Ms. Wilson 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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