Sec Form 4 Filing - Sharp Evan @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 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 3,811,924 D $ 0 ( 1 ) 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 ) ( 1 ) 04/23/2019 J 3,811,924 ( 1 ) ( 1 ) Class A Common Stock 3,811,924 $ 0 ( 1 ) 3,811,924 ( 2 ) D Stock Option $ 0.0373 04/23/2019 J 2,126,950 ( 3 ) 07/31/2021 Class B common stock ( 1 ) 2,126,950 $ 0 ( 1 ) 2,126,950 D Stock Option $ 0.5736 04/23/2019 J 769,908 ( 3 ) 06/19/2022 Class B common stock ( 1 ) 769,908 $ 0 ( 1 ) 769,908 D Stock Option $ 0.5736 04/23/2019 J 758,803 ( 3 ) 06/19/2022 Class B common stock ( 1 ) 758,803 $ 0 ( 1 ) 758,803 I 0 ( 4 ) Stock Option $ 0.5736 04/23/2019 J 653,845 ( 3 ) 06/19/2022 Class B common stock ( 1 ) 653,845 $ 0 ( 1 ) 653,845 I -- ( 5 ) Stock Option $ 0.5736 04/23/2019 J 2,070,016 ( 3 ) 06/19/2022 Class B common stock ( 1 ) 2,070,016 $ 0 ( 1 ) 2,070,016 I --- ( 6 ) Stock Option $ 4.416 04/23/2019 J 1,756,336 ( 3 ) 01/15/2025 Class B common stock ( 1 ) 1,756,336 $ 0 ( 1 ) 1,756,336 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 04/25/2019 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 Companys Class B common stock, par value $0.00001 (Class B Common Stock). Effective upon the occurrence of the Recapitalization, as previously approved by the Companys board of directors, all shares of common stock underlying equity awards outstanding under the Companys 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 Companys 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 1,365,257 shares of Class B Common Stock and 2,446,667 previously reported Restricted Stock Units (RSUs). Each RSU represents Mr. Sharp's right to receive one share of Class B Common Stock, subject to vesting. ( 3 )All stock options are fully vested and exercisable. ( 4 )These Stock Options are held by Evan Howell Sharp and Christina McBride Sharp, Co-Trustees of The Sharp Revocable Trust. ( 5 )These Stock Options are held by Evan Howell Sharp and Christina McBride Sharp, Co-Trustees of The Sharp Irrevocable Remainder Trust. ( 6 )These Stock Options are held by Evan Howell Sharp, Trustee of The Evan Howell Sharp 2018 Annuity Trust.

Remarks: The Power of Attorney for Mr. Evan Sharp is filed as an exhibit to this Form 4. 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.