PINTEREST, INC. — Director's Dealing 2019

Apr 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pinterest, Inc. (PINS)
CIK: 0001506293
Period of Report: 2019-04-23

Reporting Person: Andreessen Horowitz Fund II, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund II-A, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund II-B, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III-A, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III-B, L.P. (10% Owner)
Reporting Person: Andreessen Horowitz Fund III-Q, L.P. (10% Owner)
Reporting Person: AH Equity Partners II, L.L.C. (10% Owner)
Reporting Person: AH Equity Partners III, L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-23	Common Stock	C	30121900	—	Acquired	30121900	Indirect
2019-04-23	Common Stock	C	2537150	—	Acquired	2537150	Indirect
2019-04-23	Common Stock	C	2189732	—	Acquired	32311632	Indirect
2019-04-23	Common Stock	C	218957	—	Acquired	2756107	Indirect
2019-04-23	Common Stock	C	3417216	—	Acquired	3417216	Indirect
2019-04-23	Common Stock	C	2727297	—	Acquired	2727297	Indirect
2019-04-23	Common Stock	C	318946	—	Acquired	3736162	Indirect
2019-04-23	Common Stock	C	254551	—	Acquired	2981848	Indirect
2019-04-23	Common Stock	C	27285	—	Acquired	3763447	Indirect
2019-04-23	Common Stock	C	21776	—	Acquired	3003624	Indirect
2019-04-23	Common Stock	C	1704021	—	Acquired	1704021	Indirect
2019-04-23	Common Stock	J	32311632	—	Disposed	0	Indirect
2019-04-23	Common Stock	J	2756107	—	Disposed	0	Indirect
2019-04-23	Common Stock	J	3763447	—	Disposed	0	Indirect
2019-04-23	Common Stock	J	3003624	—	Disposed	0	Indirect
2019-04-23	Common Stock	J	1704021	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-23	Series B Preferred Stock	$	C	30121900	Disposed		Common Stock (30121900)	Indirect
2019-04-23	Series B Preferred Stock	$	C	2537150	Disposed		Common Stock (2537150)	Indirect
2019-04-23	Series C Preferred Stock	$	C	2189732	Disposed		Common Stock (2189732)	Indirect
2019-04-23	Series C Preferred Stock	$	C	218957	Disposed		Common Stock (218957)	Indirect
2019-04-23	Series D Preferred Stock	$	C	3417216	Disposed		Common Stock (3417216)	Indirect
2019-04-23	Series D Preferred Stock	$	C	2727297	Disposed		Common Stock (2727297)	Indirect
2019-04-23	Series E Preferred Stock	$	C	318946	Disposed		Common Stock (318946)	Indirect
2019-04-23	Series E Preferred Stock	$	C	254551	Disposed		Common Stock (254551)	Indirect
2019-04-23	Series F Preferred Stock	$	C	27285	Disposed		Common Stock (27285)	Indirect
2019-04-23	Series F Preferred Stock	$	C	21776	Disposed		Common Stock (21776)	Indirect
2019-04-23	Series G Preferred Stock	$	C	1704021	Disposed		Common Stock (1704021)	Indirect
2019-04-23	Class B Common Stock	$	J	32311632	Acquired		Class A Common Stock (32311632)	Indirect
2019-04-23	Class B Common Stock	$	J	2756107	Acquired		Class A Common Stock (2756107)	Indirect
2019-04-23	Class B Common Stock	$	J	3763447	Acquired		Class A Common Stock (3763447)	Indirect
2019-04-23	Class B Common Stock	$	J	3003624	Acquired		Class A Common Stock (3003624)	Indirect
2019-04-23	Class B Common Stock	$	J	1704021	Acquired		Class A Common Stock (1704021)	Indirect

Footnotes

F1: On April 23, 2019 prior to the closing of the initial public offering (the "IPO") by Pinterest, Inc. (the "Company"), each share of preferred stock automatically converted into one share of common stock of the company pursuant to the Sixteenth Amended and Restated Certificate of Incorporation of the Company. Immediately thereafter, but still prior to the closing of the Company's IPO, the Company 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 Company ("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, of the Company ("Class A Common Stock").

F2: (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. 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, of the Company ("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.

F3: The reported securities are held by Andreessen Horowitz Fund II, L.P., for itself and as nominee for Andreessen Horowitz Fund II-A, L.P. and Andreessen Horowitz Fund II-B, L.P. (collectively, the "AH Fund II Entities"). AH Equity Partners II, L.L.C. ("AH EP II") is the general partner of the AH Fund II Entities and has sole voting and dispositive power with regard to the securities held by the AH II Fund Entities. The managing members of AH EP II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund II Entities. Such persons and entities disclaim beneficial ownership of the securities held by the AH Fund II Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Fund II Entities.

F4: The reported securities are held by AH Parallel Fund, L.P. ("AH Parallel Fund"). AH EP II is the general partner of AH Parallel Fund and has sole voting and dispositive power with regard to the securities held by AH Parallel Fund. The managing members of AH EP II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by AH Parallel Fund. Such persons and entities disclaim beneficial ownership of the securities held by AH Parallel Fund and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in AH Parallel Fund.

F5: The reported securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P. and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities"). AH Equity Partners III, L.L.C. ("AH EP III") is the general partner of the AH Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH III Fund Entities. The managing members of AH EP III are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Fund III Entities.

F6: (Continued from Footnote 5) Such persons and entities disclaim beneficial ownership of the securities held by the AH Fund III Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Fund III Entities.

F7: The reported securities are held by AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P., and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities"). AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel") is the general partner of the AH Parallel Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel Fund III Entities. The managing members of AH EP III Parallel are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities.

F8: (Continued from Footnote 7) Such persons and entities disclaim beneficial ownership of the securities held by the AH Parallel Fund III Entities and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in the AH Parallel Fund III Entities.

F9: The reported securities are held by PinAH, L.P. ("PinAH"). AH Equity Partners IV, L.L.C. ("AH EP IV") is the general partner of PinAH and has sole voting and dispositive power with regard to the securities held by PinAH. The managing members of AH EP IV are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the shares held by PinAH. Such persons and entities disclaim beneficial ownership of the securities held by PinAH and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in PinAH.