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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sciarra Paul Cahill
2. Issuer Name and Ticker or Trading Symbol

Pinterest, Inc. [ PINS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

PO BOX 427344
3. Date of Earliest Transaction (MM/DD/YYYY)

4/23/2019
(Street)

SAN FRANCISCO, CA 94142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock  (1)(2)4/23/2019  J (1)(2)    27702217 (3)  (1)(2) (1)(2)Class B Common Stock (1)(2)27702217 (3)$0.00 0 I See footnote (3)
Class B Common Stock  (1)(2)4/23/2019  J (1)(2)  27702217 (3)    (1)(2) (1)(2)Class A Common Stock 27702217 $0.00 27702217 I See footnote (3)
Common Stock  (1)(2)4/23/2019  J (1)(2)    14705480 (4)  (1)(2) (1)(2)Class B Common Stock (1)(2)14705480 (4)$0.00 0 I See footnote (4)
Class B Common Stock  (1)(2)4/23/2019  J (1)(2)  14705480 (5)    (1)(2) (1)(2)Class A Common Stock 14705480 (5)$0.00 14705480 (5)I See footnotes (4)(5)

Explanation of Responses:
(1) On April 23, 2019 prior to the closing of the Issuer's initial public offering (the "IPO"), the Issuer filed an Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware, pursuant to which each share of common stock was automatically reclassified into one share of Class B common stock, par value $0.00001, of the Issuer ("Class B Common Stock") in an exempt transaction pursuant to Rules 16b-6 and 16b-7. 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 Issuer's Class A common stock, par value $0.00001, of the Issuer ("Class A Common Stock").
(2) (Continued from footnote 1) 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. Following the closing of the IPO, all outstanding shares of Class B Common Stock will convert into shares of Class A Common Stock upon the earlier of (i) (a) 90 days after the death or disability of Benjamin Silbermann and (b) up to 540 days after the death or disability of Benjamin Silbermann (as may be approved by a majority of the independent directors of the Issuer) and (ii) the seven year anniversary of the closing of the IPO (except with respect to any stockholders who continue to hold at least 50% of the originally issued shares of Class B Common Stock held by such stockholder as of the closing of the IPO).
(3) These shares are held by the Sciarra Management Trust (the "Management Trust"), of which Paul Cahill Sciarra ("Mr. Sciarra") is trustee. Mr. Sciarra, in his capacity as trustee, has voting, investment and dispositive power over the shares held by the Management Trust. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Management Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.
(4) These shares are held by the PCS Legacy Trust (the "Legacy Trust") and the PCS Remainder Trust (the "Remainder Trust") in the amount of 6,412,655 shares and 8,292,825 shares, respectively. Mr. Sciarra is a co-investment adviser to each of the Legacy Trust and the Remainder Trust and as of the date of this report had voting, investment and dispositive power over the shares held by each such trust. On May 23, 2019, Mr. Sciarra will relinquish all such voting, investment and dispositive power over the shares held in these trusts. Mr. Sciarra disclaims Section 16 beneficial ownership of the securities held by the Legacy Trust and the Remainder Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Sciarra is the beneficial owner of such securities for Section 16 or any other purpose.
(5) As of the date hereof, the Legacy Trust holds 6,412,655 shares of Class B Common Stock and the Remainder Trust holds 8,292,825 shares of Class B Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sciarra Paul Cahill
PO BOX 427344
SAN FRANCISCO, CA 94142

X


Signatures
/s/ Paul Sciarra11/12/2019
**Signature of Reporting PersonDate

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