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: Reynolds Fredric G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-23	Common Stock	J	100000	—	Disposed	0	Direct
2019-04-23	Class A Common Stock	A	9671	—	Acquired	9671	Direct
2019-04-23	Class A Common Stock	P	40000	$27.0379	Acquired	49671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-23	Class B common stock	$	J	100000	Acquired		Class A Common Stock (100000.0)	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 Company's Class B common stock, par value $0.00001 ("Class B Common Stock"). Effective upon the occurrence of the Recapitalization, as previously approved by the Company's board of directors, all shares of common stock underlying equity awards outstanding under the Company's 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 Company's 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 9,671 Restricted Stock Units (RSUs). Each RSU represents the Mr. Reynolds's right to receive one share of Class A Common Stock, subject to vesting. The RSUs will vest in full on the earlier of (i) April 23, 2020, or (ii) the date immediately prior to the Company's next regular annual shareholders meeting, in either case subject to the Mr. Reynolds's continued service as a non-employee director of the Company through such vesting date.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.99 to $27.10. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

F4: These securities consist of 25,000 shares of Class B Common Stock and 75,000 previously reported RSUs. Each RSU represents Mr. Reynolds's right to receive one share of Class B Common Stock, subject to vesting.