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: JORDAN JEFFREY D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-23	Common Stock	C	2537150	—	Acquired	2537150	Indirect
2019-04-23	Common Stock	C	30121900	—	Acquired	30121900	Indirect
2019-04-23	Common Stock	C	218957	—	Acquired	2756107	Indirect
2019-04-23	Common Stock	C	2189732	—	Acquired	32311632	Indirect
2019-04-23	Common Stock	C	2727297	—	Acquired	2727297	Indirect
2019-04-23	Common Stock	C	3417216	—	Acquired	3417216	Indirect
2019-04-23	Common Stock	C	254551	—	Acquired	2981848	Indirect
2019-04-23	Common Stock	C	318946	—	Acquired	3736162	Indirect
2019-04-23	Common Stock	C	21776	—	Acquired	3003624	Indirect
2019-04-23	Common Stock	C	27285	—	Acquired	3763447	Indirect
2019-04-23	Common Stock	C	1704021	—	Acquired	1704021	Indirect
2019-04-23	Common Stock	J	2756107	—	Disposed	0	Indirect
2019-04-23	Common Stock	J	32311632	—	Disposed	0	Indirect
2019-04-23	Common Stock	J	3003624	—	Disposed	0	Indirect
2019-04-23	Common Stock	J	3763447	—	Disposed	0	Indirect
2019-04-23	Common Stock	J	1704021	—	Disposed	0	Indirect
2019-04-23	Class A Common Stock	A	9671	—	Acquired	9671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-23	Series E Preferred Stock	$	C	254551	Disposed		- (254551.0)	Indirect
2019-04-23	Series B Preferred Stock	$	C	2537150	Disposed		- (2537150.0)	Indirect
2019-04-23	Series B Preferred Stock	$	C	30121900	Disposed		- (30121900.0)	Indirect
2019-04-23	Series C Preferred Stock	$	C	218957	Disposed		- (218957.0)	Indirect
2019-04-23	Series C Preferred Stock	$	C	2189732	Disposed		- (2189732.0)	Indirect
2019-04-23	Series D Preferred Stock	$	C	3417216	Disposed		- (3417216.0)	Indirect
2019-04-23	Series D Preferred Stock	$	C	2727297	Disposed		- (2727297.0)	Indirect
2019-04-23	Series E Preferred Stock	$	C	318946	Disposed		- (318946.0)	Indirect
2019-04-23	Series F Preferred Stock	$	C	21776	Disposed		- (21776.0)	Indirect
2019-04-23	Series F Preferred Stock	$	C	27285	Disposed		- (27285.0)	Indirect
2019-04-23	Series G Preferred Stock	$	C	1704021	Disposed		- (1704021.0)	Indirect
2019-04-23	Class B common stock	$	J	2756107	Acquired		Class A Common Stock (2756107.0)	Indirect
2019-04-23	Class B common stock	$	J	32311632	Acquired		Class A Common Stock (32311632.0)	Indirect
2019-04-23	Class B common stock	$	J	3003624	Acquired		Class A Common Stock (3003624.0)	Indirect
2019-04-23	Class B common stock	$	J	3763447	Acquired		Class A Common Stock (3763447.0)	Indirect
2019-04-23	Class B common stock	$	J	1704021	Acquired		Class A Common Stock (1704021.0)	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").

F2: 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: These shares are held of record by AH Parallel Fund, L.P.

F4: Mr. Jordan is a member of the general partners of the Andreessen Horowitz Entities, but he disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and 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 his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable.

F5: These shares are held of record 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").

F6: These shares are held of record 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").

F7: These shares are held of record 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").

F8: These shares are held of record by PinAH, L.P. (together with AH Parallel Fund, L.P., the AH Fund II Entities, the AH Parallel Fund III Entities and the AH Fund III Entities, the "Andreessen Horowitz Entities").

F9: These securities consist of 9,671 Restricted Stock Units (RSUs). Each RSU represents the Mr. Jordan'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. Jordan's continued service as a non-employee director of the Company through such vesting date.