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: Silbermann Benjamin (Director, Chairman, President, CEO, Co-F, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-23	Common Stock	J	2723363	—	Disposed	0	Direct
2019-04-23	Common Stock	J	40873288	—	Disposed	0	Indirect
2019-04-23	Common Stock	J	9960030	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-23	Class B common stock	$	J	2723363	Acquired		Class A Common Stock (2723363.0)	Direct
2019-04-23	Class B common stock	$	J	40873288	Acquired		Class A Common Stock (40873288.0)	Indirect
2019-04-23	Class B common stock	$	J	9960030	Acquired		Class A Common Stock (9960030.0)	Indirect
2019-04-23	Stock Option	$1.878	J	10399835	Acquired	2023-04-24	Class B common stock (10399835.0)	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: Mr. Silbermann disclaims beneficial ownership of the shares held by the SFTC, LLC, a Delaware limited liability company owned by The Silbermann 2012 Irrevocable Trust. This report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of certain of his immediate family members' interests in The Silbermann 2012 Irrevocable Trust.

F3: These securities consist of 390,029 shares of Class B Common Stock and 2,333,334 previously reported Restricted Stock Units (RSUs). Each RSU represents Mr. Silbermann's right to receive one share of Class B Common Stock, subject to vesting.

F4: All stock options are fully vested and exercisable.