SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Pinterest,
Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
72352L106
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1
of 28 Pages
Exhibit Index Contained on Page 26
|
CUSIP
NO. 72352L106
|
13 G
|
Page 2 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund II, L.P. (“AH II”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
30,134,916 shares1, except that AH Equity Partners II, L.L.C. (“AH Equity II”), the general partner of AH II, may be deemed to have sole power to vote these shares, and Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”), the managing members of AH Equity II, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
30,134,916 shares1, except that AH Equity II, the general partner of AH II, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity II, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
30,134,916**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
8.96%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 30,134,916 shares of Class B Common Stock held directly by AH II. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported
by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 30,134,916 shares of
the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into
Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 3
of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund II-A, L.P. (“AH II-A”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
1,597,733 shares1, except that AH Equity II, the general partner of AH II-A, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity II, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
1,597,733 shares1, except that AH Equity II, the general partner of AH II-A, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity II, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,597,733**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.52%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 1,597,733 shares of Class B Common Stock held directly by AH II-A. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 1,597,733 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page
4 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund II-B, L.P. (“AH II-B”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
578,983 shares1, except that AH Equity II, the general partner of AH II-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity II, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
578,983 shares1, except that AH Equity II, the general partner of AH II-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity II, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
578,983**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.19%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 578,983 shares of Class B Common Stock held directly by AH II-B. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 578,983 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page
5 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Parallel Fund, L.P. (“AH Parallel”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
2,756,107 shares1, except that AH Equity II, the general partner of AH Parallel, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity II, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
2,756,107 shares1, except that AH Equity II, the general partner of AH Parallel, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity II, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,756,107**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.89%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 2,756,107 shares of Class B Common Stock held directly by AH Parallel. Each share of Class B Common Stock
is convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 2,756,107 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page
6 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Equity Partners II, L.L.C. (“AH Equity II”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
35,067,739 shares1, of which 30,134,916 are directly owned by AH II, 1,597,733 are directly owned by AH II-A, 578,983 are directly owned by AH II-B and 2,756,107 are directly owned by AH Parallel. AH Equity II, the general partner of AH II, AH II-A, AH II-B and AH Parallel, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity II, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
35,067,739 shares1, of which 30,134,916 are directly
owned by AH II, 1,597,733 are directly owned by AH II-A, 578,983 are directly owned by AH II-B and 2,756,107 are directly owned
by AH Parallel. AH Equity II, the general partner of AH II, AH II-A, AH II-B and AH Parallel, may be deemed to have sole power
to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity II, may be deemed to have shared power
to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
35,067,739**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
10.27%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
1
Represents 35,067,739 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option
of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 35,067,739 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 7
of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund III, L.P. (“AH III”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
3,430,580 shares1, except that AH Equity Partners III, L.L.C. (“AH Equity III”), the general partner of AH III, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
3,430,580 shares1, except that AH Equity III, the general partner of AH III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,430,580**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.11%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 3,430,580 shares of Class B Common Stock held directly by AH III. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported
by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 3,430,580 shares of
the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into
Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page
8 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund III-A, L.P. (“AH III-A”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
27,890 shares1, except that AH Equity III, the general partner of AH III-A, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
27,890 shares1, except that AH Equity III, the general partner of AH III-A, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
27,890**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.01%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 27,890 shares of Class B Common Stock held directly by AH III-A. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 27,890 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 9 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund III-B, L.P. (“AH III-B”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
39,848 shares1, except that AH Equity III, the general partner of AH III-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
39,848 shares1, except that AH Equity III, the general partner of AH III-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
39,848**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.01%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 39,848 shares of Class B Common Stock held directly by AH III-B. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 39,848 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 10 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andreessen Horowitz Fund III-Q, L.P. (“AH III-Q”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
265,129 shares1, except that AH Equity III, the general partner of AH III-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
265,129 shares1, except that AH Equity III, the general partner of AH III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
265,129**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.09%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 265,129 shares of Class B Common Stock held directly by AH III-Q. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported
by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 265,129 shares of the
Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into
Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 11 of 28
|
1
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Equity Partners III, L.L.C. (“AH Equity III”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
3,763,447 shares1, of which 3,430,580 are directly owned by AH III, 27,890 are directly owned by AH III-A, 39,848 are directly owned by AH III-B and 265,129 are directly owned by AH III-Q. AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
3,763,447 shares1, of which 3,430,580 are directly
owned by AH III, 27,890 are directly owned by AH III-A, 39,848 are directly owned by AH III-B and 265,129 are directly owned by
AH III-Q. AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, may be deemed to have sole power to dispose
of these shares, and Andreessen and Horowitz, the managing members of AH Equity III, may be deemed to have shared power to dispose
of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
3,763,447**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
1.21%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
1
Represents 3,763,447 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option
of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 3,763,447 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 12 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH
Parallel Fund III, L.P. (“AH Parallel III”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
2,737,921 shares1, except that AH Equity Partners III (Parallel), L.L.C. (“AH Equity Parallel III”), the general partner of AH Parallel III, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
2,737,921 shares1, except that AH Equity Parallel III, the general partner of AH Parallel III, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,737,921**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.89%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 2,737,921 shares of Class B Common Stock held directly by AH Parallel III. Each share of Class B Common
Stock is convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported
by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 2,737,921 shares of
the Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into
Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page
13 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH Parallel Fund III-A, L.P. (“AH Parallel III-A”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
22,262 shares1, except that AH Equity Parallel III, the general partner of AH Parallel III-A, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
22,262 shares1, except that AH Equity Parallel III, the general partner of AH Parallel III-A, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
22,262**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.01%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 22,262 shares of Class B Common Stock held directly by AH Parallel III-A. Each share of Class B Common
Stock is convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 22,262 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 14 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH
Parallel Fund III-B, L.P. (“AH Parallel III-B”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
31,808 shares1, except that AH Equity Parallel III, the general partner of AH Parallel III-B, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
31,808 shares1, except that AH Equity Parallel III, the general partner of AH Parallel III-B, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
31,808**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.01%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 31,808 shares of Class B Common Stock held directly by AH Parallel III-B. Each share of Class B Common
Stock is convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported
by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 31,808 shares of the
Issuer’s Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into
Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page
15 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH
Parallel Fund III-Q, L.P. (“AH Parallel III-Q”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
211,633 shares1, except that AH Equity Parallel III, the general partner of AH Parallel III-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
211,633 shares1, except that AH Equity Parallel III, the general partner of AH Parallel III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
211,633**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.07%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 211,633 shares of Class B Common Stock held directly by AH Parallel III-Q. Each share of Class B Common
Stock is convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 211,633 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page
16 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH
Equity Partners III (Parallel), L.L.C. (“AH Equity Parallel III”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
3,003,624 shares1, of which 2,737,921 are directly owned by AH Parallel III, 22,262 are directly owned by AH Parallel III-A, 31,808 are directly owned by AH Parallel III-B and 211,633 are directly owned by AH Parallel III-Q. AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B and AH Parallel III-Q, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity Parallel III, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
3,003,624 shares1, of which 2,737,921 are directly
owned by AH Parallel III, 22,262 are directly owned by AH Parallel III-A, 31,808 are directly owned by AH Parallel III-B and 211,633
are directly owned by AH Parallel III-Q. AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH
Parallel III-B and AH Parallel III-Q, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz,
the managing members of AH Equity Parallel III, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,003,624**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.97%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
1
Represents 3,003,624 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option
of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 3,003,624 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 17 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PinAH
L.P. (“PINAH”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER**
1,704,021 shares1, except that AH Equity Partners IV, L.L.C.(“AH Equity IV”), the general
partner of PINAH, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of
AH Equity IV, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
1,704,021 shares1, except that AH Equity IV, the general partner of PINAH, may be deemed to have sole power to dispose of these shares, and Andreessen and Horowitz, the managing members of AH Equity IV, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,704,021**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.55%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
PN
|
1
Represents 1,704,021 shares of Class B Common Stock held directly by PINAH. Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 1,704,021 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page
18 of 28
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AH
Equity Partners IV, L.L.C. (“AH Equity IV”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
1,704,021 shares1, of which 1,704,021 are directly owned by PINAH. AH Equity IV, the general partner of PINAH, may be deemed to have sole power to vote these shares, and Andreessen and Horowitz, the managing members of AH Equity IV, may be deemed to have shared power to vote these shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER**
1,704,021 shares1, of which 1,704,021 are directly
owned by PINAH. AH Equity IV, the general partner of PINAH, may be deemed to have sole power to dispose of these shares, and Andreessen
and Horowitz, the managing members of AH Equity IV, may be deemed to have shared power to dispose of these shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,704,021**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.55%2
|
|
12
|
TYPE OF REPORTING PERSON*
|
OO
|
1
Represents 1,704,021shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option
of the holder into one share of Class A Common Stock.
2
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 1,704,021 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page
19 of 28
|
|
1
|
NAME OF REPORTING PERSONS
Marc Andreessen (“Andreessen”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
0 shares
|
|
6
|
SHARED VOTING POWER
43,538,831 shares1, of
which 30,134,916 are directly owned by AH II, 1,597,733 are directly owned by AH II-A, 578,983 are directly owned by AH II-B,
3,430,580 are directly owned by AH III, 27,890 are directly owned by AH III-A, 39,848 are directly owned by AH III-B, 265,129
are directly owned by AH III-Q, 2,756,107 are directly owned by AH Parallel, 2,737,921 are directly owned by AH Parallel III,
22,262 are directly owned by AH Parallel III-A, 31,808 are directly owned by AH Parallel III-B, 211,633 are directly owned by
AH Parallel III-Q, and 1,704,021 are directly owned by PINAH. Andreessen is a managing member of AH Equity II, the general
partner of AH II, AH II-A and AH II-B, a managing member of AH Equity III, the general partner of AH III, AH III-A, AH III-B
and AH III-Q, a managing member of AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH
Parallel III-B and AH Parallel III-Q, a managing member of AH Equity IV, the general
partner of PINAH, and a member of AH Capital Management, L.L.C.
(“AH Capital”), and may be deemed to have shared power to vote these shares.
In addition, Andreessen may be deemed to have shared power to
vote 15,420 shares2 held by the LAMA Community Trust.
|
|
7
|
SOLE DISPOSITIVE POWER**
0 shares
|
|
8
|
SHARED DISPOSITIVE POWER
43,538,831 shares1, of which 30,134,916 are directly owned by AH II, 1,597,733 are directly owned by AH II-A, 578,983
are directly owned by AH II-B, 3,430,580 are directly owned by AH III, 27,890 are directly owned by AH III-A, 39,848 are directly
owned by AH III-B, 265,129 are directly owned by AH III-Q, 2,756,107 are directly owned by AH Parallel, 2,737,921 are directly
owned by AH Parallel III, 22,262 are directly owned by AH Parallel III-A, 31,808 are directly owned by AH Parallel III-B, 211,633
are directly owned by AH Parallel III-Q, and 1,704,021 are directly owned by PINAH. Andreessen is a managing member of AH Equity
II, the general partner of AH II, AH II-A and AH II-B, a managing member of AH Equity III, the general partner of AH III, AH III-A,
AH III-B and AH III-Q, a managing member of AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A,
AH Parallel III-B and AH Parallel III-Q, a managing member of AH Equity IV, the general
partner of PINAH, and a member of AH Capital, and may be deemed to have
shared power to dispose of these shares.
In addition, Andreessen may be deemed to have shared power to
vote 15,420 shares2 held by the LAMA Community Trust.
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
43,554,251**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12.45%3
|
|
12
|
TYPE OF REPORTING PERSON*
|
IN
|
1
Represents 43,538,831 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option
of the holder into one share of Class A Common Stock.
2
Represents 15,363 shares of Class A Common Stock and 57 shares of Class B Common Stock directly held by the LAMA Community
Trust, of which the Reporting Person and his spouse are trustees
3 Based
on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the
Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 43,538,888 shares of the
Issuer’s Class B Common Stock beneficially owned by the Reporting Person as of December 31, 2019, which are treated as
converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 20 of 28
|
|
1
|
NAME OF REPORTING PERSONS
Ben Horowitz (“Horowitz”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER**
865 shares1
|
|
6
|
SHARED VOTING POWER
43,538,831 shares2, of which 30,134,916 are directly owned by AH II, 1,597,733 are directly owned by AH II-A, 578,983 are directly owned by AH II-B, 3,430,580 are directly owned by AH III, 27,890 are directly owned by AH III-A, 39,848 are directly owned by AH III-B, 265,129 are directly owned by AH III-Q, 2,756,107 are directly owned by AH Parallel, 2,737,921 are directly owned by AH Parallel III, 22,262 are directly owned by AH Parallel III-A, 31,808 are directly owned by AH Parallel III-B, 211,633 are directly owned by AH Parallel III-Q, and 1,704,021 are directly owned by PINAH. Horowitz is a managing member of AH Equity II, the general partner of AH II, AH II-A and AH II-B, a managing member of AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, a managing member of AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B and AH Parallel III-Q, a managing member of AH Equity IV, and a member of AH Capital, and may be deemed to have shared power to vote these shares.
|
|
7
|
SOLE DISPOSITIVE POWER**
865 shares1
|
|
8
|
SHARED DISPOSITIVE POWER
43,538,831 shares2, of which 30,134,916 are directly owned by AH II, 1,597,733 are directly owned by AH II-A, 578,983 are directly owned by AH II-B, 3,430,580 are directly owned by AH III, 27,890 are directly owned by AH III-A, 39,848 are directly owned by AH III-B, 265,129 are directly owned by AH III-Q, 2,756,107 are directly owned by AH Parallel, 2,737,921 are directly owned by AH Parallel III, 22,262 are directly owned by AH Parallel III-A, 31,808 are directly owned by AH Parallel III-B, 211,633 are directly owned by AH Parallel III-Q, and 1,704,021 are directly owned by PINAH. Horowitz is a managing member of AH Equity II, the general partner of AH II, AH II-A and AH II-B, a managing member of AH Equity III, the general partner of AH III, AH III-A, AH III-B and AH III-Q, a managing member of AH Equity Parallel III, the general partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B and AH Parallel III-Q, a managing member of AH Equity IV, and a member of AH Capital, and may be deemed to have shared power to dispose of these shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
43,539,696**
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12.45%3
|
|
12
|
TYPE OF REPORTING PERSON*
|
IN
|
1
Represents 865 shares of Class A Common Stock held by a family trust for which the Reporting Person is a trustee.
2
Represents 43,538,831 shares of Class B Common Stock. Each share of Class B Common Stock is convertible at the option
of the holder into one share of Class A Common Stock.
3
Based on 306,232,554 shares of the Issuer’s Class A Common Stock outstanding as of October 25, 2019, as reported by the Issuer
in its Form 10-Q filed with the Securities and Exchange Commission on November 1, 2019, plus 43,538,831 shares of the Issuer’s
Class B Common Stock held by the Reporting Person as of December 31, 2019, which are treated as converted into Class A Common Stock
only for the purpose of computing the percentage ownership of the Reporting Person.
**The information with respect to beneficial ownership
of the Issuer’s Class A Common Stock and Class B Common Stock by the Reporting Person is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 21 of 28
|
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
Pinterest, Inc.
|
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
505 Brannan Street
San Francisco, California 94107
|
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
This Schedule 13G is filed by Andreessen Horowitz Fund II, L.P., a Delaware limited partnership (“AH II”), Andreessen Horowitz Fund II-A, L.P., a Delaware limited partnership (“AH II-A”), Andreessen Horowitz Fund II-B, L.P., a Delaware limited partnership (“AH II-B”), AH Equity Partners II, L.L.C., a Delaware limited liability company (“AH Equity II”), Andreessen Horowitz Fund III, L.P., a Delaware limited partnership (“AH III”), Andreessen Horowitz Fund III-A, L.P., a Delaware limited partnership (“AH III-A”), Andreessen Horowitz Fund III-B, L.P., a Delaware limited partnership (“AH III-B”), Andreessen Horowitz Fund III-Q, L.P. (“AH III-Q”), AH Equity Partners III, L.L.C., a Delaware limited liability company (“AH Equity III”), AH Parallel Fund, L.P., a Delaware limited partnership (“AH Parallel”), AH Equity Partners II, L.L.C., a Delaware limited liability company (“AH Equity II”), AH Parallel Fund III, L.P., a Delaware limited partnership (“AH Parallel III”), AH Parallel Fund III-A, L.P., a Delaware limited partnership (“AH Parallel III-A”), AH Parallel Fund III-B, L.P., a Delaware limited partnership (“AH Parallel III-B”), AH Parallel Fund III-Q, L.P., a Delaware limited partnership (“AH Parallel III-Q”), AH Equity Partners III (Parallel), L.L.C., a Delaware limited liability company (“AH Equity Parallel III”), PinAH, L.P., a Delaware limited partnership (“PINAH”), AH Equity Partners IV, L.L.C., a Delaware limited liability company (“AH Equity IV”), AH Capital Management, L.L.C., a Delaware limited liability company (“AH Capital”), Marc Andreessen (“Andreessen”) and Ben Horowitz (“Horowitz”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
AH Equity II is the general partner
of AH II, AH II-A and AH II-B, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly
owned by AH II, AH II-A and AH II-B. Andreessen and Horowitz are managing members of AH Equity II and may be deemed to have shared
power to vote and shared power to dispose of shares of the issuer directly owned by AH II, AH II-A and AH II-B.
AH Equity III is the general partner
of AH III, AH III-A, AH III-B and AH III-Q, and may be deemed to have sole power to vote and sole power to dispose of shares of
the issuer directly owned by AH III, AH III-A, AH III-B and AH III-Q. Andreessen and Horowitz are managing members of AH Equity
III and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AH III,
AH III-A, AH III-B and AH III-Q.
AH Equity Partners II is the general
partner of AH Parallel, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly
owned by AH Parallel. Andreessen and Horowitz are managing members of AH Equity Partners II and may be deemed to have shared power
to vote and shared power to dispose of shares of the issuer directly owned by AH Parallel.
AH Equity Parallel III is the general
partner of AH Parallel III, AH Parallel III-A, AH Parallel III-B and AH Parallel III-Q, and may be deemed to have sole power to
vote and sole power to dispose of shares of the issuer directly owned by AH Parallel III, AH Parallel III-A, AH Parallel III-B
and AH Parallel III-Q. Andreessen and Horowitz are managing members of AH Equity Parallel III and may be deemed to have shared
power to vote and shared power to dispose of shares of the issuer directly owned by AH Parallel III, AH Parallel III-A, AH Parallel
III-B and AH Parallel III-Q.
AH Equity IV is the general partner
of PINAH, and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by PINAH.
Andreessen and Horowitz are managing members of AH Equity IV and may be deemed to have shared power to vote and shared power to
dispose of shares of the issuer directly owned by PINAH.
Andreessen and Horowitz are members
of AH Capital and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned
by AH Capital.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 22 of 28
|
|
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons
is:
Andreessen Horowitz
2865 Sand Hill Road
Suite 101
Menlo Park, California 94025
See Row 4 of cover page for each Reporting
Person.
|
|
ITEM 2(D)
|
TITLE OF CLASS OF SECURITIES
|
Class A Common Stock, $0.00001 par
value
72352L106
The following information with
respect to the beneficial ownership of the Class A Common Stock and Class B Common Stock of the issuer by the Reporting
Persons is provided as of December 31, 2019.
|
CUSIP
NO. 72352L106
|
13 G
|
Page 23 of 28
|
(a)
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
(b)
Percent of Class:
See Row 11 of cover page for each Reporting Person.
(c)
Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) Shared
power to vote or to direct the vote:
See Row 6 of cover page for each
Reporting Person.
(iii) Sole
power to dispose or to direct the disposition of:
See Row 7 of cover page for each
Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
|
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited partnership agreements of AH II, AH II-A, AH II-B, AH III, AH III-A, AH III-B,
AH III-Q, AH Parallel, AH Parallel III, AH Parallel III-A, AH Parallel III-B, AH Parallel III-Q, PINAH and the limited liability
company agreements of AH Equity II, AH Equity III, AH Equity Parallel III, AH Equity IV and AH Capital, the general partner and
limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends
from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or a member,
as the case may be.
|
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
|
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
|
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
|
|
|
ITEM 10.
|
CERTIFICATION.
Not applicable.
|
|
CUSIP
NO. 72352L106
|
13 G
|
Page 24 of 28
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2020
|
|
Andreessen Horowitz Fund II, L.P.
|
|
|
Andreessen Horowitz Fund II-A, L.P.
|
|
|
Andreessen Horowitz Fund II-B, L.P.
|
|
|
|
|
|
By: AH Equity Partners II, L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
|
|
|
AH Equity Partners II, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
Andreessen Horowitz Fund III, L.P.
|
|
|
Andreessen Horowitz Fund III-A, L.P.
|
|
|
Andreessen Horowitz Fund III-B, L.P.
|
|
|
Andreessen Horowitz Fund III-Q, L.P.
|
|
|
|
|
|
|
|
|
By: AH Equity Partners III, L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
|
|
|
AH Equity Partners III, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
|
|
|
AH Parallel Fund, L.P.
|
|
|
|
|
|
By: AH Equity Partners II, L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
AH Parallel Fund III, L.P.
|
|
|
AH Parallel Fund III-A, L.P.
|
|
|
AH Parallel Fund III-B, L.P.
|
|
|
AH Parallel Fund III-Q, L.P.
|
|
|
|
|
|
By: AH Equity Partners III (Parallel), L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
CUSIP
NO. 72352L106
|
13 G
|
Page 25 of 28
|
|
|
AH Equity Partners III (Parallel), L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
PinAH, L.P.
|
|
|
|
|
|
By: AH Equity Partners IV, L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
AH Equity Partners IV, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
|
|
|
AH Capital Management, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
|
|
|
Marc Andreessen
|
|
|
|
|
|
/s/ Scott Kupor
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
Attorney-in-fact for Marc Andreessen
|
|
|
|
|
|
|
|
|
Ben Horowitz
|
|
|
|
|
|
/s/ Scott Kupor
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
Attorney-in-fact for Ben Horowitz
|
|
CUSIP
NO. 72352L106
|
13 G
|
Page 26 of 28
|
EXHIBIT INDEX
|
|
Found
on
Sequentially
|
|
Exhibit
|
Numbered
Page
|
|
|
|
|
Exhibit A: Agreement
of Joint Filing
|
27
|
|
CUSIP
NO. 72352L106
|
13 G
|
Page 27 of 28
|
exhibit A
Agreement of Joint
Filing
The undersigned hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Pinterest, Inc. shall be filed
on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 13, 2020
|
|
Andreessen Horowitz Fund II, L.P.
|
|
|
Andreessen Horowitz Fund II-A, L.P.
|
|
|
Andreessen Horowitz Fund II-B, L.P.
|
|
|
|
|
|
By: AH Equity Partners II, L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
AH Equity Partners II, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
Andreessen Horowitz Fund III, L.P.
|
|
|
Andreessen Horowitz Fund III-A, L.P.
|
|
|
Andreessen Horowitz Fund III-B, L.P.
|
|
|
Andreessen Horowitz Fund III-Q, L.P.
|
|
|
|
|
|
|
|
|
By: AH Equity Partners III, L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
AH Equity Partners III, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
AH Parallel Fund, L.P.
|
|
|
|
|
|
By: AH Equity Partners II, L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
AH Parallel Fund III, L.P.
|
|
|
AH Parallel Fund III-A, L.P.
|
|
|
AH Parallel Fund III-B, L.P.
|
|
|
AH Parallel Fund III-Q, L.P.
|
|
|
|
|
|
By: AH Equity Partners III (Parallel), L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
CUSIP
NO. 72352L106
|
13 G
|
Page 28 of 28
|
|
|
AH Equity Partners III (Parallel), L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
PinAH, L.P.
|
|
|
|
|
|
By: AH Equity Partners IV, L.L.C.
|
|
|
Its: General Partner
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
AH Equity Partners IV, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
|
|
|
AH Capital Management, L.L.C.
|
|
|
|
|
|
By:
|
/s/ Scott Kupor
|
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
|
|
|
|
|
|
Marc Andreessen
|
|
|
|
|
|
/s/ Scott Kupor
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
Attorney-in-fact for Marc Andreessen
|
|
|
|
|
|
|
|
|
Ben Horowitz
|
|
|
|
|
|
/s/ Scott Kupor
|
|
|
Scott Kupor, Chief Operating Officer
|
|
|
Attorney-in-fact for Ben Horowitz
|
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