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: Sharp Evan (Director, Co-Founder & Chief Design & Cr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-23	Common Stock	J	3811924	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-23	Class B common stock	$	J	3811924	Acquired		Class A Common Stock (3811924.0)	Direct
2019-04-23	Stock Option	$0.0373	J	2126950	Acquired	2021-07-31	Class B common stock (2126950.0)	Direct
2019-04-23	Stock Option	$0.5736	J	769908	Acquired	2022-06-19	Class B common stock (769908.0)	Direct
2019-04-23	Stock Option	$0.5736	J	758803	Acquired	2022-06-19	Class B common stock (758803.0)	Indirect
2019-04-23	Stock Option	$0.5736	J	653845	Acquired	2022-06-19	Class B common stock (653845.0)	Indirect
2019-04-23	Stock Option	$0.5736	J	2070016	Acquired	2022-06-19	Class B common stock (2070016.0)	Indirect
2019-04-23	Stock Option	$4.416	J	1756336	Acquired	2025-01-15	Class B common stock (1756336.0)	Direct

Footnotes

F1: 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.

F2: 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.

F3: All stock options are fully vested and exercisable.

F4: These Stock Options are held by Evan Howell Sharp and Christina McBride Sharp, Co-Trustees of The Sharp Revocable Trust.

F5: These Stock Options are held by Evan Howell Sharp and Christina McBride Sharp, Co-Trustees of The Sharp Irrevocable Remainder Trust.

F6: These Stock Options are held by Evan Howell Sharp, Trustee of The Evan Howell Sharp 2018 Annuity Trust.